The Brooklyn Dodger Gossip Girl
by Danny Santinelli
Summary: A modern My Fair Lady as seen through the lens of Gossip Girl.  What if Blair was poor or worse, from Brooklyn? See if this Queen Wanna B can make it on the UES.  And what about Dair or Chair? Who says a girl can't have it all…
1. Chapter 1

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. It's their world; I'm just a tourist. _

_I have Twenty-five chapters in the works and plan to update regularly. _

_Please review!_

**Chapter One: "Wouldn't it be Loverly?"**

"Come on Humphrey! You should know all the words by now. No need acting coy."

"Fine." "I've grown accustomed to the trace, of something in the air…" Dan begrudgingly sang. It was more of a whisper, a nearly inaudible slur of words really.

"Go on!" Blair clapped moving toward the edge of the couch.

"Accustomed to her…" Dan rolled his eyes and paused for effect.

"Face!" they both blurted out laughing hysterically at how silly they found each other and their current state of affairs.

Another Friday night with Lonely Boy and the girl who would soon become Queen B of the UES. But for now, the only thing 'B' stood for was Brooklyn.

Blair's parents wanted the best for their only child. They named her Blair after the well-to-do character from _The Facts of Life_. While they couldn't give her much in the way of money, at least she would have a name that sounded aristocratic. Plus, she was already blessed with a royal sounding surname. Her father had legally changed his name to Waldorf after having worked as a doorman at the luxurious Waldorf Astoria. It wasn't that Harold and Eleanor were materialistic; they just knew how difficult it was to be poor. Harold wanted his daughter to have the same opportunities as the patrons who came through his doors over the years. He was sure the rich were not without their problems, but they looked so glamorous and healthy. Ladies with fine posture and glowing skin, slightly rouged cheeks and fine warm furs. The Gents with their tailored suits, perfect hair, smelling of expensive cigars and scotch. Neither ever smiled really, but they always had a calm and untouchable presence. He wanted his daughter to know this luxury because maybe in this world, Blair could find the opportunity he could never give her.

Blair was plain but pretty. On a typical day she would wear jeans, large parkas and sneakers. She loved being comfortable and knew the parkas were less than flattering, but she hated being cold. B had a delicate frame. At 5 '4 inches and only 100 pounds, she was too skinny and therefore freezing most of the time. She usually wore her shoulder length dirty blond hair up in a sloppy ponytail. It was less hassle, kept the unruly stands out of her face. Sure, she would have liked to get dolled up on occasion, but this low maintenance style was just so much easier for the day to day. It's not like she had anywhere fancy to go. Plus, if she was ever going to get accepted to Yale, she figured she would focus one hundred percent of her energy on her school work. She was smart, a genius really. While her classmates were struggling with basic algebra, B not only completed her problems and had done the extra credit, she was thinking of ways to help her mom with one of her many inventions. Eleanor was a tinkerer who loved to find ways of fixing the broken electronics in their home. When their old computer crashed, it was she and Blair who rebuilt the hard drive, increased the memory, and made the processor twice as fast. Luckily, they had these skills because they couldn't afford anything new. Mind you, this is nothing they ever learned in school, just a God-given talent for applied mathematics. Unfairly, Blair was also very adept at the arts-her true passion was literature. She had read many of the classics by the time she reached high school. And while Bronte and Austen were great, her guilty pleasure was spending Saturday afternoons looking through fashion magazines at the library. B was embarrassed to admit it, but she loved the glamorous life she saw portrayed in the glossy pages. To think, just across the bridge this life actually existed. Young ladies in prep school navy blue with white collars and pleated skirts by day. And by night-Oscar de la Renta gowns, champagne, parties, and no questions asked. Her parents always raised her to believe that she could be one of those lovely, glamorous young women. But, this life was so far removed from anything she had ever known. So different from public school and poverty and Brooklyn. Her life was hard, tough, and nothing like the waifs pictured in her magazines. They all looked as if a slight wind might blow them away. There was a vacant look in their eyes. However, when _she _glanced in the mirror, she saw fire staring back. While B loved these pictures for the fashion, she could care less about the models. She needed strong women to look up to-women she wanted to be like one day, women that had come from nothing. It's no wonder that her favorite movie was _My Fair Lady._ Blair could relate to Eliza, well, the Eliza before she went to the ball and became a lady. Could Blair really become a lady herself? Wouldn't it be loverly to think so?

Dan and Blair had finished watching _My Fair Lady_ for the fourth time that week. He was annoyed, but felt compassion for B. After all, she did just lose her parents. And if Rufus was cool enough to take her in, the least he could do was put up with a musical or two. B and Lonely Boy had gone to the same middle school where they had not exactly been simpatico. They were acquainted through their fathers, but only tolerated each other for the sake of Harold and Rufus who had been long time friends. Back in the late 80's, Rufus worked with Harold at the Waldorf before his band booked a pretty major tour. When "Lincoln Hawk" went on the road, Harold offered to look after Dan, a deed Rufus would never forget. So when Harold expressed concern over the dangerous conditions of Blair's school, the elder Humphrey jumped at the chance to help his dear friend. He let B use his address so that she could go to the better school in their more upscale neighborhood. Now with the accident, how could he turn B away? She had no one and nowhere else to go.

It's kind of surprising that Dan and Blair had not become better friends as they were both such intellectuals. She found him judgmental and sarcastic. He found her too bossy, and her love for musicals really irked him. Still, they were a sort of bizarre brother and sister pairing now, so they tried as best they could to make the most of a tragic situation.

"So, it looks like I'll be going to St. Jude's for my junior and senior year." Dan mentioned casually while passing the popcorn to B.

"You don't say Humphrey. How did Rufus manage to scrape up the funds to pull that off?"

"Uh, not that it's any of your business, but he finally got his royalty check from the one hit wonder."

"Nice." Blair seemed genuine. "Want to watch it again?" She smirked handing the bowl back to him while reaching for the remote.

Dan rolled his eyes, but knew what Eliza Doolittle meant to her.

"That would be loverly." He sighed choking back the sarcasm.


	2. Chapter 2

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. It's their world; I'm just a tourist. _

_I have Twenty-five chapters in the works and plan to update regularly. _

_Please review!_

Chapter Two: Hot Air

It was that time of year in New York when the late summer humidity made it hard to breathe. In Brooklyn, kids cooled off in the spay of fire hydrants while old men took refuge under barbershop awnings. It is in this oppressive heat where we now find our two favorite "siblings".

The Humphrey's air conditioner was on the fritz. Rufus had opened every window in the loft, and yet the place was an oven. The white cotton curtains hung limp as the afternoon sun penetrated the walls making them hot to the touch. Blair was using her glass of lemonade as a cold compress. The heat was giving her a migraine or was it just Dan Humphrey? She had spent the afternoon watching him try on his school uniforms and… obsessing!

"Does the navy tie go with the dark blue blazer? What about khaki and yellow…too matchy matchy? Or do these colors just straight up clash? Good god, and the tie! Is plaid too much for the first day? Does it just scream prep school wanna be? Yeah, yeah plaid might be trying too hard. What do you think of argyle Blair?"

"I think I want to strangle you with that belt!" she was only half looking at him. It was hard to keep her focus on trying to fix the AC unit with him constantly interrupting her.

"Fair enough, but seriously, what do you think of argyle?"

One side of the loft looked like a prep school had exploded. Dan had laid every piece of his new uniform out so that he could carefully examine the clothes. On Blair's side laid the pieces of the broken AC. She was wearing a baggy t-shit and some ratty jean shorts. No sense in ruining a good outfit…not that she really had any.

"Pair the navy blue blazer with the yellow tie and khaki pants. It's simple, doesn't really draw much attention, it's kinda boring. It's so you Humphrey."

"Thanks, I guess." She was right, he thought. Simple would be best…especially for the first day.

At last, Blair had found what she was looking for. It was just a simple, plastic o-ring. This is all that separated them from the cool comfort they had been enjoying all summer.

"Look Humphrey, I've got to run out to get a part. Do you think you'll be okay by yourself? I mean that plaid tie is awfully close to that argyle sock. Will you live?"

"I'll manage." He said calmly. Although, once she mentioned it, a wave of panic ran through him.

Like most New Yorkers, B walked fast. The hardware store was just six blocks away so she should be able to get the part and have the AC up and running again by evening. As she walked, she looked down at the sidewalk and thought about her parents. They had been gone since May. Although she would never admit it to him, she was grateful for Dan's company. He was a good distraction.

When Blair got back to the loft, Dan was wearing the outfit she had suggested. He was standing in front of the mirror adjusting the yellow tie. After several attempts, it still looked crooked. From across the room, she could see that it was cockeyed.

"There", she took the tie in her hand pretending to wrap it around his neck like a noose. "That's more like it." she laughed.

"Come on Blair, I'm really nervous about this whole prep school thing."

"No!" "The great Dan Humphrey nervous about school!" she smirked but could tell he was serious.

And really, who could blame him? It's hard enough to transfer to a different high school, let alone one on the UES. Without another word, Blair adjusted his tie the proper way and went back to work on the AC. It was getting on evening and the sun began casting shadows on the wall. Blair had replaced the o-ring and held her breath as she went for the power switch… Nothing. It was still dead.

"Humphrey!" Blair yelled hoping to roust him out of his room quickly.

When she got no response, she went into his room to find him banging his fist on the desk.

"What's wrong?"

"Power's out. I just lost some of the best lines I had written all summer!" He said dropping his head.

"Oh that's great. That must mean it's not the o-ring."

The power remained out for hours. Typical summer New York brownout. When night came, they went up to the roof to try to cool off. The air was still thick with humidity and while it was dark, they could see that the clouds looked ominous. The loft was nice, but it was the view that made Rufus fall in love with this particular building. For on the roof, one had a clear view of the other side. The City. The shimmering hope.

Blair and Dan grilled hot dogs and looked up at the clouds and out onto the city. They were kicking back in lawn chairs that had seen better days. Dan's was fraying badly, and it looked like the bottom could give out at any moment. He ignored it. This debate was too good. He knew Dostoyevsky was a better author than Victor Hugo, no matter how compelling Blair's argument was to the contrary. As the bickering raged on, B felt a drop of rain on her nose. They came back into the loft through the window and finished their dogs in the kitchen. It began to pour. Blair liked hearing the sound of the rain on the hot concrete. As they sat there in the darkness, lightening flashed. A gust of wind blew the curtains into the room. Finally, some cool air. There was something different about the air now. It was a slight change, but they both felt it.

Watching the curtains flutter, Blair realized that fall had come. She felt the chill and closed her eyes. What's to become of me? She thought. She wanted to cry, but forced back the tears before Dan could notice anything was the matter. She sucked it up and went on:

"I mean, _Crime and Punishment_ is so depressing, whereas Les_ Mis_ leaves us with infinite hope."

Hope. Something B could use right about now.

_Tune in next time when we make our way across the bridge…_


	3. Chapter 3

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

_Please review!_

A/N: I want to give a big thank you to those who reviewed the first two chapters. (AquarianAir, hihgurly, LY, QueenBee10). This is my first fanfic, so all feedback is greatly appreciated. Hihgurly, I feel you on Blair's hair. Give me a moment, there's a box of Clairol in B's future. I hope you are not too disappointed if the story is not exactly like _MFL_. My vision is for it to be loosely inspired by the theme in a rags to riches kind of way. As for the Dair/Chair debate, I shouldn't say this, but…I hope Dair fans will pull up a Chair and stick around to find out why I believe Bass is soul mate material for B. I love Dan and Blair, but they are so siblings. I'm sorry, but that kiss in the last ep. was incestuous. My apologies Dair fans, I can't fake the funk. As for N & S, they will be introduced in the following short transition chapter. V is kind of a bore, but I'll use her if I need to. And it might be cool if Little J made an appearance. We'll see. I've got the general idea for the next 20 chapters, but you know how things can change once you get writing. I'm open to suggestions.

I based this next chapter on my own experience with transferring from a blue collar town to a fancy school. Unlike Bella's smooth first day in Forks, mine was a bit rough…this is how I picture Dan's experience too. I don't think I'm too far off base here as Dan mentions that more people talked to him his first day at NYU than during his whole HS career. I guess vampires are friendlier than zombies?

**Chapter 3: Pride and Prejudice and Zombies**

_Welcome back Upper East Siders. Hope you didn't get burned too badly over the summer. Speaking of getting burned, we hear a new transfer student is getting a rather icy reception at St. Jude's. Poor Lonely Boy, looks like no one is dying to know where you came from. Better break out the Scopolamine and scotch, it's going to be a bumpy ride. _

Everyone was freakishly good looking. It was like a Tommy Hilfiger ad with moving parts. As he walked through the iron gates and into the building, Dan began to notice something really strange. Everyone was taller here, their teeth just a little bit whiter, their hair, shinier. But this was not all that weird. This is what he had expected. What he didn't anticipate were the blank stares. It seemed to him that people were not looking at him so much as staring right through him. For a moment he thought that maybe he should have gone with the busier plaid tie. Or maybe if he had really gone balls out and mixed the plaid with the argyle, he would have gotten a different reaction? Cest la vie. Okay, this was getting weird. He had gone past several of them now, and they all had the exact same look on their faces. Blank expressions, vacant eyes. At least he wouldn't get beat up on his first day. I mean, how could one get their ass kicked if they were invisible? Nice? I guess. What a bunch of zombies he thought as he rounded the corner before getting to his first class…and there she was. Serena van der Woodsen. It Girl of the UES. He had never seen anyone more beautiful, and that was saying something given his current surroundings. What made her even prettier is that she didn't look perfect. Her hair was a bit messy and her tie was slightly off center. He couldn't help but laugh when he thought about fighting with his own tie the day before. She took notice, looking straight at him. Oh wow, beauty and a soul, he thought. He smiled. He stood there looking like an ass.

"Hey" she giggled walking quickly past him.

"Hey" he replied stopping in his tracks.

Serena disappeared around the corner leaving Dan frozen in place. Okay, so maybe they're not _all_ zombies he thought grinning to himself.

The day passed slowly. St. Jude's curriculum was far superior to his old school, but certainly nothing he couldn't handle. Of course, it wasn't the curriculum he was thinking about. During every break, he looked for her. He walked down the same hall where he had seen her hoping to run into her again. Nope. Nothing. Still zombies in every direction. Lunch was spent in the administration building getting paperwork processed. For the rest of the school day, he didn't say another word. No one talked to him or even looked his way.

Finally, 3pm and not a moment too soon. His emotional battery was completely drained. He felt dejected and so less than human. He actually started to miss Blair. She was after all, a real girl with thoughts and feelings and a big fat mouth. He couldn't wait to get home to fight with her.

He walked out the large wooden doors of St. Jude's and made his way to the front steps as quickly as he could. He had to escape, at least for the day. His pace quickened and he found himself skipping every other step. Suddenly, his foot caught on something and he took a tumble coming to a stop on the sidewalk.

"Dude, I'm so sorry." He looked up to find a young man reaching out his hand to help him up. "You must have tripped over my Crosse. I should be more careful where I put my stick."

"Funny." Dan said fixing his jacket. "But, it's no problem man." He was in shock, not from the fall but that someone was talking to him.

Before they had a chance to become besties, a limo pulled up. The window was down and a boy who should have been in school stared out at them from the back seat. From what Dan could see, he was wearing a dark suit with a bow tie and drinking what looked like scotch.

"Nathaniel." The boy said matter- of- factly.

"Okay man, I gotta go. Let me buy you lunch soon," Nate said reaching out to shake hands. "What's your name?"

"Dan Humphrey."

"Nate. Nice to meet you."

With that, Nate ran around the other side of the limo and jumped in. The boy in the bow tie sat there for a moment and made eye contact with Dan. After a second, the boy lifted his glass as if to toast the young Humphrey. Dan gave him a nod as the boy rolled up the window and disappeared into the cloud of smoke that was filling the car. "Score one for the humans." Dan said out loud to make sure his voice still worked.

And as he made his way back across the bridge, all he could think about was her.

_Careful Lonely Boy. You may have survived the zombies your first day, but watch out for our It Girl….we hear she's a man eater. XOXO, Gossip Girl _


	4. Chapter 4

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

A/N: Thanks again for the reviews! I tried to make this chapter a little longer, but I think I'm rushing it a bit because I'm so anxious to get Blair to the ball (you'll see). I'll try to have that chap. out before the weekend is over.

**Chapter 4: Nice and Easy **

Clairol's Perfect 10 Espresso on the Double, Dark Brown, #4 was all that separated Blair from the UES. Well, not exactly, but it was a good start. Blair had an idea. She would learn how to speak UES and pass herself off as a duchess at the masquerade ball. If it worked for Eliza, it could work for her too.

For the past month, Dan had been telling tales of what life was like on the other side of the bridge. Yes, there were zombies, but there was also great wealth and to Blair, this meant opportunity. This could be her way into Yale and the good life her parents hoped she would have. The sad truth was she felt that being a poor, nobody from Brooklyn wouldn't really stand out on her college application. Could she get in on her own merit? Maybe. I'm sure it has happened. Sometimes you do find four leaf clovers and gold at the end of the rainbow and prince charming. But why take chances? Blair thought. She had always been a girl who could get things done. She wasn't going to sit around in Brooklyn and wait for her life to happen; she was going to make it happen. She would enter society at the ball, enroll at Constance Billard, take on minions, assume her rightful place on the thrown as Queen Bee, form an alliance with a boy from a good family, get into Yale and make her deceased parents proud. It's just a simple plan. Nice and easy, right?

But first, if she was going to get this caper off the ground, she would have to make sure she didn't miss a spot.

"Oh thank God you're home Humphrey. I need your help."

Blair had made a makeshift smock out of a plastic trash bag so as not to stain her clothes with hair dye. Things were going along fine, the color seemed to be taking nicely, but she couldn't see the back of her head.

"Did I miss a spot?" She said turning her body trying to see as much as she could in the mirror.

"What are you up to now?" Dan asked putting down his books.

"Just tell me if you can see anymore blond in my hair."

"Looks fine." He said in the same distracted tone that he had for the last month since he met _her_.

"Thinking about your lover Serena?" She smirked. "When's the wedding?"

He ignored that last comment. "It's just so frustrating. Every time we really start to get close, there is some mysterious force pulling her away. She's all over me, asking me to the ball, to this dinner to that charity event, and then…it's… sorry Dan, I've gotta go. I've got to do this "thing", but I can't tell you what it is. I mean, what's that? Who does that?" He asked looking truly perplexed.

"So you're sure I didn't miss a spot, right?"

"I said, who does that?"

They were both ignoring each other at this point.

"Look Humphrey, I really don't have time for this right now. I'm sure it will all work out. You just have to understand that she's an Upper East Sider, and Upper East Siders do what they want with little regard for anyone's feelings. "

"Well, if I wanted someone like that, I would just hang out with you."

"This is no time for flattery Humphrey, I need your help." She said setting her stop watch for 25 minutes. That should be just right. In less than a half hour, step one would be complete.

"You're a writer, and to hear _The New Yorker_ tell it, a pretty good one. I need help with a plot."

"Oh no. I am not the man for the job. You need someone from the other side to help you with whatever it is you got cooking. If I know you, you need an Upper East Sider. "

"Well, I don't have one of those…yet…so you'll have to do. "

Dan found Blair so annoying, but somewhere deep down he felt compassion for her. She had been through so much this past summer. He had to help her if he could, no matter how harebrained a scheme it may be.

"A plot? What are you thinking?" He asked in a most sincere tone.

"So, you remember _My Fair Lady_, right?"

They were sitting on the couch now. Dan had his laptop open, but was giving her his undivided attention.

"Uh, how could I forget?"

"Well, I need you to help me become a lady in shop. More specifically, I need you to help me become an UES lady who shops."

"Ok, but I'm not Henry Higgins and you already have a pretty good grasp on the whole speaking English thing. So what do you want me to do?"

"Just help me with some plot points, and I'll do the rest."

"Well, let's hear your plot then." He said putting his laptop on the coffee table. "This should be good."

"I want to become an Upper East Sider, so that I can go to Yale." I'll need you to give me the background on the people you know. I'll also need you to provide me with the day to day intel. Not many people know you, so you should be able to slip under the radar pretty easily."

He thought about the zombies when she said this. She was right.

"Ok?" He scratched his head.

"I'll also need to create a background story. I can't just simply show up at the ball and say I'm from Brooklyn. It would never work, I mean, just look at what's happening to you."

"Hey, um least you forget, I am dating the most popular girl at school."

"Yeah and where is she now?"

It was harsh, but she was right.

"Fine, go on."

"Well, I was thinking, I would be some sort of royal, naturally. A duchess or a countess, perhaps."

"Oh yeah, totally." He couldn't hold back the sarcasm now.

"And I'll make my début at the masquerade ball. That's where I'll really create a buzz."

"Right, just like Eliza did." Again sarcasm.

"Exactly. Then, riding the wave of excitement I've created at the ball, I'll enroll at Constance. It should be quite easy to dominate the school quickly. After all, like you've been saying, most of them are zombies… so they should be easy to manipulate. I'll become the Queen Bee, take my place on the thrown, and poof, I'm high society."

"And what about money? How will you ever afford to go to Constance?"

"Well, not that it's any of your business, but I did get some money from my parent's life insurance policy which should last for a while."

He felt bad for asking.

"And then, well, I'll probably have to find a young man from a good family."

Ok, he didn't feel quite as bad after that last comment.

"So your plan is to become a gold-digger?"

"First of all Humphrey, you say that like it's a bad thing. Secondly, I wouldn't be gold-digging so much as seeking out opportunity. Did our forefathers not come to America seeking freedom from oppression, taxation, and tyranny?"

"Sure, but what does that have to do with your plot?"

"Well, Brooklyn to me is like the England our forefathers ran from. Only instead of crumpets and tea, we have hash brownies and patchouli."

"So you think you're too good for Brooklyn?"  
"Duh."

He couldn't help but laugh. She was kind of evil, but had an endearing quality that was just so…Blair.

"So, tell me about my prospects."

"You mean guys?"

"You're batting 1000 today Humphrey."

"Well, from what I can tell, your best bets are Nate Archibald and Chuck Bass." He shook his head after he said this realizing how crazy it all sounded. "I can't believe you are sucking me into this."

"Right, right, Nate Archibald and Chuck Bass, go on."

He knew she was serious as only Blair could be about something so outlandish. Why fight it? He thought. And so he continued to humor her.

"So, Nate is the "Golden Boy" of St. Jude's. He is very handsome, plays lacrosse, and is a really cool guy."

"To hear you tell it Humphrey, it sounds like you are already in love with him. Would you be terribly jealous if I made a move?" She grinned.

"Very funny. Did I mention he's a Van der Bilt?"

"A Van der Bilt! Well now, maybe I do believe in true love after all. A Van der Bilt! How nice," she sighed.

"Well, there's also Chuck. He's a bit eccentric, and uh, kind of has a bad reputation."

"And why do you think he'd be suitable for me?"

"Well, you're both jerks, so you'll probably get along famously."

"Okay." Her response was deadpan.

"And did I mention, he's heir to Bass Industries?"  
"Is that supposed to mean something to me?"

"Well, if you like money it should. The Basses own the better half of Manhattan."

"The better half of Manhattan!" She was on the edge of her seat now…literally.

"Careful Blair, don't fall off."

"Yeah, Chuck would be my pick for you. He's probably the only person I've ever met who could handle, well, whatever this is…"

"Whatever what is?" "You mean me?"

"Yeah, I mean you. The only one I've known that could think of something as crazy as this plot of yours is Chuck Bass. He's kind of evil. In fact, he's known as the Notorious Basstard."

She shrugged. "He sounds okay. But, I had better steer clear. I don't want to be found out. Game recognizes game, you know?"

"I'll trust you on that one."

"Plus, isn't Van der Bilt a nice name?" She sighed again checking her stop watch. Five minutes to go.

"Oh, and one last thing…I'm going to need to borrow that apartment on Park you've been house-sitting for."

"What! Have you lost your mind!" He jumped to his feet.

"A Queen needs a palace, you know? And I'm afraid there are none to be found in Brooklyn," she took a deep breath picturing her luxurious Park Ave penthouse…"And Humphrey, White Castle doesn't count."

Dan stood there dumbfounded trying to find the words.

"Well then, it's settled. You told me the lady of the house won't be back for months, so that will work out perfectly."

Words were starting to form; slowly, he could feel his fingers and toes again.

"Blair..."

"Well, would you look at the time! You wouldn't want my hair to fall out would you?"

He went to speak.

"It's a rhetorical question." She said walking into the bathroom. She shed the trash bag and got into the shower.

Forty-five minutes later B emerged from her cocoon. Clairol's Perfect 10 Espresso on the Double, Dark Brown, #4 worked for her Dan thought.

"Wow!" he exclaimed looking up from his laptop.

"It's nice, huh?"

"The darkness suits you."

She either missed the intended insult or just didn't care.

"I think so, but something is missing…I need just a little more to make me stand out…I need a signature accessory, like a necklace or a bracelet or maybe a…"

"Headband?" he said finding the whole thing ridiculous.

"A headband! Yes, Humphrey! That is it!" She giggled jumping up and down. "I guess I didn't need you for the plot, but for the details."

"Well, you know what they say; the devil is in the details."

A/N: Next time, shopping at Bendel's and Chuck Bass!


	5. Chapter 5

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 5: Blair's Necessities **

_Spotted: Brooklyn stepping out of a cab in Midtown. Looks like our Queen Bee in the making has some shopping to do before the masquerade ball. Better find a good mask B._

It was a crisp October day in Manhattan. The trees in Central Park had begun to change colors and the leaves began to fall. Rich yellows and oranges and browns floated on the wind creating a whimsical scene. The scent of Chanel and old money filled the air. Blair had always loved to go window shopping on 5th Avenue with her dad. They'd pass all the iconic institutions of Manhattan's elite. The places where "ladies who lunch" would go-Bendel's, Bergdorf's, Harry Winston, the greats. She was awed by these ladies. They looked like the ones from her magazines. She could never get over how tall they were and how they always arched their backs and made their necks look longer than they were. This reminded her, she really needed to work on her posture.

It was going to be a busy Thursday. She left school at noon for what she liked to call an "extended lunch." Simply put, she would leave class during the lunch break and not come back for the rest the day. Besides, her afternoon classes were a joke. Physics and English were her two best subjects, so she had it covered. The work was done well in advance, and B always made it a point to get the assignments into her teachers. She left the homework in their boxes at the main office and didn't bother to worry about their reactions to her absence. Who cares, I'll be going to Constance soon anyway, she thought. There had been quite a few extended lunches lately thanks to "the plot." Now with only two days left before the ball, B was kicking herself for not thinking of her brilliant plot sooner. Ah well, she'd just have to pack it in there real good.

Her first stop was Bendel's. She knew it would actually make more sense to get her dress first and then accessorize, but she just couldn't help herself. She was obsessed with the headband idea. She stood out on the sidewalk for a moment looking through the Lalique glass thinking about her dad. A tall women walked passed her and went into the store. She was dressed in a Chanel suit and had that UES air about her. Blair stuck out her neck, arched her back and followed behind the woman. This would be a good testing ground to see how she was received. B was outfitted in the nicest clothes she had. A simple black dress, a-la Holly Golightly, and a very nice pumpkin colored overcoat. She loved the coat because it was a birthday gift from her parents. What really made it special were the buttons her mother had sewn on herself. They were made of gold and had lions on them. The animals looked fierce and had reminded them of their daughter. Blair never really had nice clothes growing up. You see, to B, it was more about the attitude than the clothes. Ok, maybe it was a little bit about the clothes, and now that she was at Bendel's, she might as well enjoy herself.

Blair moved with authority through the store and straight to the room dedicated to hair accessories. She had never actually been inside Bendel's, but quickly picked up on the layout. She walked toward the first glass counter, and there _it_ was. Perched on a red velvet pillow, the crown jewel of accessories. The shimmering Swarovski crystals called to her. The rest of the room melted away, and it was just B and the headband. Who needed a tiara when such a beautiful work of art existed in the world? This was truly a headband fit for a queen.

"Must have", was all she could muster.

"Why, of course, Miss…" began the women behind the counter.

"Waldorf," B said still staring at the lovely piece.

"Very good, Miss Waldorf."

Blair handed over her credit card without hesitation. She couldn't worry about the price tag at a time like this. Besides, all the pretty things she would purchase today were an investment. These were the things that were going to make her a queen. She had enough money for her immediate goals, and the rest would take care of itself.

Well, that went smoothly, she thought. Attitude was easy for Blair, so she really did blend. But, she would have to do better than blend at the ball.

With her black and white stripped bag hanging from her arm, she walked a little taller down 5th Ave. Next stop, Bergdorf's for the dress. And she had better find one too. Time was running out. She was looking for something simple yet stunning, classic yet breathtaking…she was looking for Eliza's gown. The gown Miss Doolittle wore to her coming out party at the Embassy ball. Armed with a credit card and a serious mission, Waldorf stormed the castle to find her dress.

_Spotted in the designer dress section of Bergdorf Goodman, Chuck Bass and his dates to the ball. Uh-oh B, looks like you may have to slay a few dragons on this crusade. _

Chuck Bass sat in an oversized leather chair watching his dates try on dresses. The girls were lovely and tall, skinny and perfect. They actually looked like twins, except for the fact one was blond and the other a redhead. 

"Another scotch, Madeline," he said, bored.

"It's Madison," the redhead pouted.

It had been a long day. The incompetent dry cleaners had ruined his favorite scarf; he was broken up about it. He could care less about the ball his father was putting on to impress the board. Chuck knew it was just a tax write-off disguised as a charity event anyway. That's why his father called it a masquerade ball. Sick Bass humor. But at the moment, what bored him even more than the thought of the ball was Madeline.

The selection was adequate, B thought as she browsed through the different sections of designer evening gowns. Oscar, Valentino, YSL, they were all there, but nothing was really calling to her. She was bored, but also a little nervous…what if she couldn't find the dress in time? This dress could make or break the plot. Finally, she found an off white number that might work. It was an understated Chloe with a delicate single strap fashioned in the Greek-goddess style. Maybe it would look better on.

She rounded the corner and entered the dressing room. …and there he was, The Chuck Bass. Only she didn't know who The Chuck Bass was. He was cute though, and he was dressed very nicely or so she thought. To hear Chuck tell it, he felt terribly underdressed. He was actually out in public without a bowtie or his scarf. He felt so naked. He noticed the Bendel's bag she was carrying, beautiful and good taste, he admired.

Chuck and Blair made eye contact, causing B to stop in her tracks. Chuck had been slouching in his chair and without realizing it, sat up very straight. The pair held each other's gaze; they were frozen in place. The room began to fade away and she was experiencing pure bliss…again…This was twice in one day. First with the headband and now with The Chuck Bass who she did not know was The Chuck Bass. She needed to come to the city more often, she thought. For Chuck, his father and the ball and (gulp) even the scarf were a distant memory now. All he could see was her.

Suddenly, the spell was broken when Madeline walked out of the dressing room in a flowing, red gown.

B's heart sank. Of course he had a girlfriend. A man that handsome found drinking scotch in a women's dressing room could never be lonely.

Then out walked the blond in a black Valentino stunner.

"What do you think lover? She smiled seductively at Chuck.

OMFG, B shook her head, and to think she thought the boys in Brooklyn were vile. She looked at him in disgust as he smirked. She couldn't get out of there fast enough.

Compose yourself, Blair. Breathe.

In spite of the little scene that had just knocked the wind out of her sails twice, she had to persevere. There was still the plot to think about and with no dress, there was no plot. Instinctively, she walked fast through the store and ran up the first set of stairs she saw. She had no idea where she was going; she just knew she had to get far away from him.

Lucky for B, her instincts were on point that day as she found herself suddenly surrounded by the most exquisite white gowns. She had wandered into the bridal section and was immediately greeted by a consultant.

"How may I help you my dear?" said the old woman sounding more like her fairy god mother than a saleslady.

"Well, I'm looking for something simple yet stunning, classic yet breathtaking; something like the gown Eliza Doolittle wore to the Embassy ball." Blair sighed still flustered from her encounter with the polygamist.

Without a word, the old woman disappeared behind a curtain. Blair seethed thinking about the nerve of the boy. How could he sit there and smirk at her? She thought. A moment later, the woman appeared with a large white bag. She placed it before Blair.

"Open it, my dear."

Blair could hardly think, but she did as she was told.

"Oh no, it couldn't be! No, no, no, no, no, no, NO!"

"Oh, but it is," the old woman said calmly.

It was all too much….the headband, The Chuck Bass (who she didn't know was The Chuck Bass), and now THE GOWN!

Blair fainted right there on the floor of Bergdorf Goodman's bridal showroom in the middle of Midtown Manhattan on a crisp October day that smelled like Chanel and old money.

When she finally came to, the old woman was standing over her smiling sweetly. She helped Blair up, and handed her the gown once B had steadied herself.

"Please, take good care of yourself my dear."

"Oh, I will," Blair smiled as she started down the stairs. And as she left, she thought that surely she must have been hallucinating. Maybe it was the thrill of this marvelous find or the bad Bass, but she could have sworn she saw the old woman brandishing a magic wand.

Before returning to Brooklyn, she needed to get some air. This had been a strange day, and a short walk would do her good, clear her mind. She walked down 5th Avenue and cut across a block to Madison. As she walked, it seemed to her that nothing was impossible in this city.

It was getting on evening and the crimson sky was fading to black. Blair walked past The Palace Hotel and dreamed of her plot. She pictured herself –Queen Bee reigning from her thrown high above the city in her penthouse. It won't be long now, she thought to herself and smiled.

It was freezing, and about time to get back to reality. As she was getting into the cab, she noticed the penthouse light up. Oh how nice, they are leaving the light on for me, she grinned as the taxi pulled away.

Chuck Bass came to the widow of his penthouse and looked out with a vacant stare. What a day it had been. He forgot to wear his bowtie and his scarf lay in ruin somewhere on the other side of the city…

"Madeline", he yelled to the girl in the next room, "Another scotch!"

What a terribly troubling day indeed. Normally, this would have consumed him, but since Bergdorf's, all he could think about was… _her._

_Ah, isn't it romantic? Our UES prince of darkness has found himself a Brooklyn dodger. And bound for the ball are these star-crossed hotties. But, careful B&C, you know what they say about those who play with fire…XOXO, Gossip Girl _

A/N: Sorry I won't be able to make it to the ball for about a week, but we'll get there come hell or high water. I have all the chapters laid out, so it's just a matter of finding the time to write them. Thanks as always for the reviews and support!


	6. Chapter 6

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

A/N: We're off to the ball, hope you enjoy!

_Italics_: Blair's thoughts

_**Bold Italics**_: Gossip Girl

**Chapter 6: "I Could Have Danced All Night"**

The gilded ballroom of The Palace looked spectacular. The chandeliers gave off a soft glow making the room appear Gatsbyesque. A string quartet played while ladies and gentlemen sipped champagne. Mozart mixed with the collective whispers of the latest gossip. Masked ladies wore large ball gowns in bright colors. In the middle of the madness, Marie Antoinette types slipped behind curtains with gents in top hats and tails. Feathers, jewels and lots and lots of sparkling diamonds swirled around the room creating a magical scene that was enough to make anyone feel tipsy at the mere sight of the action. Enormous gold vases lined the dance floor and were overflowing with gardenias that smelled heavenly. There was so much greenery one might swear they were walking through an enchanted English garden. While it was a blustery evening, the ballroom was warm and inviting. There were plenty of hidden alcoves where lovers could slip away into the darkness. Deep red velvet curtains insulated the room from the outside world. Everything seemed to be suspended in luxury. It was almost like being underwater, calm and peaceful...but there was electricity in the air. It was an old world scene where modern day Robber Barons came to misbehave.

Nate and Serena stood in one corner of the ballroom looking like marble statues. She wore a pale silk gown that hugged her figure. In one hand was a cigarette which she held high in a slender opal holder, and in her other, a glass of '95 Dom. Every time she turned her face to Nate, the black feathers of her mask tickled his neck causing him to giggle like the handsome school boy he was. Serena always enjoyed Nate's company, but was getting anxious for Dan to arrive. Things between them had been somewhat tense, and she wanted nothing more than to clear the air and have a pleasant evening. Nate was his mother's escort for the night as The Captain had just been incarcerated; he felt so bad for his parents. The least he could do was take his mother to the ball. The women may get caddy, but so be it. She had to face them at some point, and when she did, Nate wanted to be there to back her up, to show a united front. They were family, and he was the man of the house now. And what a stunning man he had become. He wore a beautiful gray tuxedo with long tails that made him look quite dapper. His golden locks lay perfectly over his ivory mask. They were a pretty pair indeed.

On the other side of the room, leaning against the mahogany bar was Chuck Bass. He was always fashionable, and this evening was no exception. There have been few characters throughout history that could be deemed 'classic' and Chuck Bass was one of them. He wore the classic black tuxedo and bow tie. On others, the ensemble may have looked ironic or cliché, but on him, it was just right. He exuded old school charm and took it upon himself to "forget" the mask. While he may have been exposed to the world, his bow tie and scotch made him feel like he was properly dressed for the occasion. It was that overt mix of charm and arrogance that made the ladies blush and come back for more. His dates were fawning over him like so many others had before. And like the others before, they bored him immensely. They were so beautiful and yet so eager. There was no sport to it, and he found the affair all together banal. He simply went through the motions to keep his reputation intact. He wouldn't want people whispering that he was getting soft. And yet, more than anything, he just wanted to be left alone to brood. He needed time to brood about the evil man his father was and how walled off he had been his whole life. It was tough being raised without the love of a mother. And yet, Chuck Bass eked out an existence for himself that from an outside perspective looked pretty legendary.

And at the top of the grand staircase, the elder Bass could be found greeting his guests as they arrived. Bart stood there with a cigar in hand looking much like his son did: mask-less and bored. How many more of these things would he have to endure? Without Evelyn, his life lacked beauty, in spite of the fair scene that lay before him. And it was all Chuck's fault.

Walking up the front steps of The Palace, Blair was nervous. She and Humphrey had shared a cab over the bridge, but naturally they couldn't be caught arriving together. Dan went in through the side entrance to join Serena and Nate. She was alone now and terrified. What had she been thinking? Surely, a poor Brooklyn girl would be found out immediately by Manhattan's elite. She knew the plot backwards and forwards, she could recite it in her sleep, but would it work? She needed to breathe. Blair stood under the twinkling lights in the courtyard for a moment and took in deep breaths. Her cheeks were flushed and her palms sweaty, in spite of the cold night air. Of course, she looked beautiful. The gown her "fairy godmother" had found her was as close to Eliza's as it could be. The vintage dress truly looked like it was from another era. It was made of the most gorgeous shade of ivory she had ever seen. The inner layer of the dress was silky soft and the diamonds that created the capped sleeve accentuated her collar bone in such a flattering way. Because the dress was perfectly streamlined, it made her look much taller. And she loved that. The long, white gloves screamed European royalty, well hopefully, she thought. Unlike Miss Doolittle, Blair wore her newly dyed locks down. She curled her hair making it look especially shinny and full. And because, unfortunately, there was no Harry Winston around her neck, her sparkling headband would have to suffice for the crown jewels this evening. And what of the mask? Well, that little detail had been forgotten in the rush to get to the ball. It would have made a brilliant cover for her and given her a bit of protection from the glaring eyes. But it was too late to turn back. It lay on the floor of the Brooklyn loft, and she was now at the doorstep of The Palace. Maybe she should just run away while she still had the chance. It had been a silly plot, really. Sure, it worked for Eliza, but that was fiction...and _she _had good writers and directors. Blair looked down and tried fighting back the tears. It was tough not having her parents around to comfort her. She couldn't help it, as strong as she was, she began to cry. A single tear fell to the bottom of her gown and landed on a diamond causing it to sparkle. The tiny occurrence gave her a glimmer of hope. And sometimes the slightest bit of hope is all you need, especially if you are Blair Waldorf.

After contemplating in the cold for a quarter hour, Blair decided it was time. She took another deep breath, and walked into The Palace doors. In order to get to the ballroom she had to make her way through a labyrinth of long hallways. She walked down several corridors working on her posture as she went. Just as she thought she was lost, she heard the faint sound of Mozart. This was it. _Breathe, Blair, Breathe._ Before rounding the corner to the ballroom's entrance, she stopped to check herself in a hallway mirror. Her lipstick and rouge were subtle, just as they had been when she left Brooklyn. Her mascara still looked perfect in spite of her crying spell. The dark lashes were full and brought out the fire in her eyes. She held her stare. This was her game face. With that, she took one last breath, held onto her dress so as not to trip, and entered the ball.

Coming through the doorway, she was just at the top of the stairs. _Still not at the ball yet._ In order to really get in, she would have to survive the hundred marble steps down to the dance floor. Blair spied an older gentlemen shaking hands with a man in a top hat. She waited a moment for their conversation to end. When the man in the hat departed, she walked up to the older gent with great gusto. She made eye contact with him, but was at a momentary loss for words.

"Good evening, young lady. And who might you be?" he asked puffing his cigar.

_I "might be" going to Yale one day if this night works out…_

She wanted to say, but held back. She didn't want to blow her chances in the first five minutes.

"Lady Blair Waldorf, sir." she faked a curtsey the best way she knew how.

"Bart Bass, very nice to meet you Lady Waldorf," he said reaching to kiss her glove.

_Bart Bass! As in Bass Industries, as in owns the better part of Manhattan. Now, that's a little bit of bloomin' luck for you. I thought Humphrey said his name was Chuck? This gives a whole new meaning to the term "old" money. _

In her excitement, she forgot Chuck was the _heir _to Bass Industries. She was speaking to Bart who _was _Bass Industries.

"And where is your mask Miss Waldorf?" he asked with a grin.

_Better bring it now Blair._

"Well sir, you see, I would assume this whole masquerade is nothing more than a tax write off disguised as a charity event, so I figured why keep up pretenses, you know?" she grinned holding her breath waiting for his reaction.

Bart Bass nearly choked on his cigar smoke. He hadn't laughed that hard in a while.

"My dear, you are a woman after my own heart," he said with a gleam in his eye.

_This is kinda awesome, in a weird way... How badly do I want Yale? _

"Please join me, there is someone I want you to meet," he said placing his arm in hers.

_Oh, thank God!_

And so Bart Bass and "Lady" Blair Waldorf appeared at the top of the staircase. As soon as they did, a momentary hush fell over the crowd.

"Who is she?" "Where is she from?" they whispered to each other.

Blair looked out at the crowd and held her head high. All her nerves were gone now that she was on the arm of the most powerful man in Manhattan. She took it all in. Everything was lovely. It was so foreign to what she had known in Brooklyn and yet strangely, she felt right at home. They were half way down the stairs now and she was feeling victorious...that is until she saw..._him_!

_The polygamist?_

_No, no, no, no, no, no, NO! This can't be happening! It's stress, I'm hallucinating. _

But stress or not, it was undeniably him. Their eyes met, and even from across the room, the connection was powerful. Chuck stood up straight as he watched her make her way down the last step. They didn't take their eyes off each other until she and Bart disappeared behind the crowd.

As they made their way past the dance floor, Blair seethed and hoped against all hope that they were not going to meet who she thought they were going to meet.

_Maybe he wants to introduce me to his accountant? _

They moved closer to the bar. She could see the redhead now sitting on a stool.

_Lord God in heaven, please grant me strength._

Too late.

"Charles, I'd like you to meet Lady Blair Waldorf."

Once again their eyes met, and the room started to melt away just like it had a few days earlier.

"Charles," Bart said sternly.

Chuck remained frozen as Blair reached out her hand to him. Snapping out of the unfamiliar fog, he took a deep breath and moved toward her.

"It's a pleasure to meet you," he said taking her hand. He looked into her eyes as he did so. Their connection was electric.

"The pleasure is all mine," she returned trying to be polite in front of Bart.

"Oh, it could be," he smirked.

_Are you kidding? The "gloves" are coming off now… _

"That's a bit presumptuous, don't you think?" she said jerking her hand out of his.

Bart let out a deep laugh and slipped away before he became a casualty of Waldorf.

No girl had ever spoken to Chuck in that manner before. He was shocked and excited.

Blair looked over Chuck's shoulder and noticed his dates. Indeed these were the same girls she had seen with him at Bergdorf's.

"So you're 'The Chuck Bass', no one told me you were a polygamist," she said glancing at the blond.

"Who said anything about being married? Besides, I believe that sort of thing only happens in such unrefined places as Utah. And speaking of unrefined locals, where ever did you come from? " He was clearly joking, but it stung given the circumstances.

"I'll have you know Charles Bass that I come from a long line of European royalty. I was raised by my grandmother who is the Countess of Balfor," she stated smoothly, trying to sound convincing.

"And I am a Lady."

"Well, lucky for you, I am not a gentleman," he smirked looking into her eyes.

Blair couldn't help it, he was hot.

She blushed and he took notice. Her eyes were smiling, her cheeks red, her body was betraying her. All she had left was her wit...and that was fading fast.

"So Lady Waldorf, where did you grow up?" He said taking her hand and leading her to the dance floor.

Chuck was smooth and she needed a moment to gather her thoughts. She was so swept up in all this; it happened so fast. He put his hand on the small of her back and placed her tiny hand in his. She let him lead, but kept her distance.

When she finally gathered some composure, she was able to answer.

"Oh, I was raised all over Europe. London, Paris, Prague," she lied looking him straight in the eye.

"I adored Prague before it became so fashionable," she added for good measure.

"I like to think I made it fashionable," he teased.

His voice was so seductive. It was laced with arrogance, and she loved it.

"I'm a bit surprised we have never crossed paths."

"It's not all that astonishing Charles, Europe is a big continent, you know?"

"Indeed, I know it very well," he said pulling her closer to him as they spun around the floor.

"Please, call me Chuck."

"As you wish…Bass," she smiled in defiance.

Thank God she hadn't been drinking as this experience was making her feel rather lightheaded.

He was looking her in the eyes again, and this scared her. She was afraid that he could see right through her. _He must know I'm an imposter. _

"Don't you just love the smell of the grass on Primrose Hill in May?

And the limes from the trees at the Sorbonne; they taste so divine in your gin and tonic when it's sweltering in Paris," he remarked dreamily.

She was lost in his eyes. What a lovely picture he was painting with his words. She wanted to crawl inside this world of his and stay forever.

"…And how the early morning fog feels on your face as you walk across the Charles Bridge. They named it after me, you know?" His smile was brilliant as he made this claim.

"It's a lie," she protested, "The bridge was named after King Charles IV."

When it came to facts, figures, literature, world history, Blair could not be rattled. She _did _know these cities, but they were not hers. They were the cities of Dickens and Hugo and Kafka. They were the cities of ex-pats and playboys, lovers and dreamers. But most importantly now, they were the cities of Chuck Bass.

She was awed by him. They don't make Chuck Basses in Brooklyn. And he was equally smitten with her. In all the world, never had he met anyone quite like Blair.

The room buzzed with talk of Lady Waldorf. Dan Humphrey had been tasked to spread the rumor of her back story as a European royal. The ground work laid, Dan took Serena for a spin on the dance floor. Nate was left alone to admire the scenery and what struck his fancy more than anything was Lady Waldorf. He had been watching Chuck and Blair dance for some time, and decided it was his turn. He assumed Chuck was just toying with her like he had done with all the other girls. Blair seemed too precious for Chuck's games. Nate didn't know what it was about her. She had such a lovely, far-away look, he thought, like she had been raised in a garden.

Chuck and Blair were floating down the Seine when Nate interrupted them. So engrossed in their own world, they didn't see him coming. Blair jumped when she heard Nate's voice.

"Do you mind if I cut in?" He bowed to Blair and smiled his golden boy smile.

"How do you do?" She feigned royalty, giving him her hand.

"How _do_ you do?" Nate asked politely.

So this was Nate Archibald. The Van der Bilt. Even with his mask on, she could tell he was very handsome. Plus, she had to get away from Chuck. Sure, Bass was wildly charismatic, delightfully eccentric, well traveled and impeccably dressed, but he was also very astute. He must be onto her plot. She had to get away this instant.

But leaving Chuck's arms was painful. It hurt letting go of his hand. And he hung on a bit longer than he should have letting her fingers slowly slip away. A wave of sadness washed over her, and for a moment she thought she might cry again. Seeing Chuck was like going home. After all her years in Brooklyn, _this_ felt like home. Things with him were just so comfortable and right. He looked like a man should look, and she loved how she felt when he looked at her.

_Be strong Waldorf. It's all about the plot and your first love, Yale. And you can't just go around dallying with every fabulously wealthy, painfully original boy you meet. Unlike some people, you are a monogamist. _

Pep talk underway, she gathered the fortitude and let herself be whisked away by Archibald.

"Bart speaks very highly of you Blair," Nate smiled as he waltzed with her.

"You don't say?" B said rather deadpan. She felt all the life draining out of her. "I thought I might have salted his game speaking to him the way I did."

"Salted his game? Why, Blair, whatever does it mean?" Nate asked hanging on her every word.

"Oh, it's just some Brook..., she almost said Brooklyn. It's just the latest small talk."

He snickered, "Small talk! You do it so awfully well."

Blair was too short to see over Nate's shoulder, so she leaned her head on his arm and looked out onto the ballroom. Nate couldn't have been happier with what he took to be a sign of her affection. B saw Dan and Serena dancing cheek to cheek. She was a stunning girl, Blair thought, it's no wonder Humphrey is in love. What Serena could have seen in him was a mystery that made Blair's forehead wrinkle a bit as she contemplated the bizarre phenomenon.

The string quartet had been replaced by a jazz ensemble playing the standards. Sinatra tunes and the like, very classy choice Blair thought. The band played on and Nate twirled her so that she was again facing the bar where she had met _him_. Chuck assumed his position, leaning against the dark wood scotch in hand. The redhead tugged at his sleeve luring him to dance. The blond stroked the back of his neck. When Blair saw this, she ceased breathing; the wind was knocked right out of her.

"I'm so sorry Nate, I must go", she said pulling away from him abruptly.

Nate stood there looking bewildered. Blair walked as fast as she could without drawing too much attention to herself. She had to get out of there before she was seen crying. European royals don't cry at society affairs. Especially at their deb balls.

_It's my coming out party and I'll cry if I want to...once I get outside._

She slipped out the side door and found herself back in the front courtyard where she had been crying earlier. The white lights on the trees mixed with her tears to create a Van Gogh-like scene. Everything was beautiful and nightmarish. She sat on a wroght iron bench and waited for Dan. It was almost midnight and he would be leaving soon as they had agreed. Her headband was cutting off her circulation, and she was already dizzy. She took it off and placed it beside her. Dropping her head into her hands, she wept. What a silly plot it had been. Now she could go home to Brooklyn and thank God it was all over. No more lying, no more dreaming, no more hope.

"Blair," he whispered.

She was doubled over and didn't bother removing her hands from her face.

"Chuck?" she mumbled with a heartbreaking mix of angst and excitement.

He reached down and pulled her close. She blinked through the tears and saw his beautiful face. They were standing in front of the glimmering Palace now facing each other.

_Oh why not... I might as well... My plot is shattered..._

And just like that, they kissed...and the world became Technicolor. Chuck leaned in as she arched her back ever so slightly. She through her gloved arms around his neck and held them out perfectly straight …just like they did in the old movies. In that moment, everything was as it should be.

The clock struck twelve and Chuck's iPhone buzzed. She knew her time was up and her UES days were numbered. This had to be that dreadful Gossip Girl Humphrey told her about. Without a word, Blair took one last look at Chuck and vanished into the night.

_**Gossip Girl here, just in time for the stroke of midnight. When coaches turn back into pumpkins and horses transform into the sewer rats they really are. But I hear the rats weren't the only imposters at the ball. Seems like Blair Waldorf is not a Lady at all, but just another one of you...Will you Blue Bloods ever tire of this trite masquerade?**_

Dan met Blair around the corner as discussed. He looked jubilant.

"Great, as if this night couldn't get any worse," she said out loud caring nothing for who may have heard.

"Blair!" He practically skipped down the sidewalk.

"Cab's here, get in," She cut him off.

"Can you believe this night?" He yelled while jumping into the taxi.

"Wait, why aren't you excited?"

"Why should I be?"

"Um, because your stupid plot worked!"

"What?"

"You did it, it worked. I'm mean kinda, mostly..."

"Kinda, mostly, WHAT? Spit it out Humphrey."

"Well they think you are an imposter..."

"Fabulous."

"And they don't believe you are a Lady..."

"Fantastic."

"…BUT, they think you are one of them! An American Blue Blood!"

"A Blue Blood! You mean, I did it?" She said perking up.

"You did it!" Dan exclaimed reaching across the seat to shake Blair's hand.

She graciously accepted this act of friendship, " I knew it, I knew it, I told you Humphrey! I told you I'd become an Upper East Sider… and succeed I did!"

"So I suppose you are in love with Chuck then?" He asked with a villainous grin.

"Of course not!" Blair protested, but her face betrayed her again. "He is positively vile. Do you know that he brought two dates to the ball?"

"You mean three?" He egged her on. "I saw you dancing with him, and it didn't seem like you were all that offended by him then." Dan was on the verge of laughing.

"Think what you will Humphrey, but I was only keeping up appearances. Chuck Bass is an important person on the UES, so I had to lead him on a bit." She said biting her lip when she finished.

"Fine, whatever you say, Lady Waldorf."

"But you know who's really nice is that Nate Archibald!" Blair let out a sigh that was a tad too long.

"Yeah, Nate is cool…so leave him be." "Please Blair."

"Look, Humphrey, I can't help who I fall in love with."

They were back in Brooklyn now and she had had enough of Dan's teasing for one evening.

It had been a long, albeit wondrous night. It had been an affair to remember, but now it was time for her to be getting to bed. Blair brushed her teeth, got into her pajamas and as she did, she couldn't help but start to hum that old familiar tune. It was instinctual, and she hadn't even realized she was doing it. As she got into bed, the humming gave way to song…

"I'll never know what made it so exciting… but all at once my heart took flight…"

Dan knocked on her door gently, "Everything okay Blair?"

"Oh sure… just thinking of… Nate," she lied.

"Well then, Good night."

"Yes, _Good _night…" She waited until she could no longer hear his footsteps.

"… I only know when he… began to dance with me…

I could have Danced, Danced, Danced…ALL NIGHT…."

She through the covers over her head and smiled from ear to ear.

And on the other side of the bridge, Chuck Bass settled into his bed. On his nightstand lay the headband she had left behind. Like the storied glass slipper, he would have to return this precious item to its rightful owner.

"Everything okay Chuck?" the redhead asked through the door. She wondered why he had gone to his room alone as she was used to sleeping in bed with him. "Did you not have a good time at the ball?"

"Oh, the ball was divine Madeline…Why, I could have danced all night." He was beaming as he said so. He put his hands behind his head and lay there looking at the ceiling…his face frozen in a heavenly smirk.

XOXO


	7. Chapter 7

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 7: Class Act **

She always made it a point to get to school early, and this day was no exception. As Blair walked down the wood paneled halls of Constance Billard, there was bounce in her curls, _prep _in her step and minions following close behind. Sporting a navy blazer with yellow trim, B was very smartly dressed. Her plaid skirt was just short enough to make the boys take notice and the white knee socks didn't hurt either. To tie the outfit together and give it that extra little punch, she wore a headband with a large red bow. No one was going to miss her coming. Being a school girl never looked so good.

It had been only two weeks since the ball, and our long lost "Blue Blood" wasn't wasting any time. As a true believer in the "timing is everything"motto, Blair parlayed her recent popularity into prep school royalty. On day one, the coronation promptly commenced, and "Lady" Waldorf was now sitting high and mighty on her UES throne. Our Brooklyn dodger had become Queen B.

With royalty, came minions: Penelope, Hazel and Iz. These girls were the real deal. They all came from very good New York families, and yet they lacked the je ne sais quoi that Blair seemed to possess naturally. Humphrey had been right about one thing, most people at Constance and St. Jude's were zombies. They didn't ask many questions and were prone to blank expressions. However, this worked in Blair's favor twofold. First, the fewer questions that were asked, the fewer lies would have to be told. Secondly, this made for a smooth takeover. The three girls put up no resistance, and Blair simply steamrolled them. She had stormed the castle, and they were her prisoners of war. She figured they had been eager enough to follow her, so why lose any sleep over it.

The Humphrey situation had been a little more difficult to negotiate. It was hard at first because they had to pretend they didn't know each other. But, after Nate introduced her to Serena and Serena introduced her to Dan, it got a bit less complicated. At least now they would have a reason to talk to each other. Not that Blair ever really wanted to talk to Humphrey, but they did kinda live together and he was the only other person who knew about the plot. Although she hated to admit it, he was pretty helpful. ..and a good sport most of the time. But, let's not get carried away.

Serena and Blair were becoming fast friends. They complemented each other nicely. Blair was driven and focused both on her school work and her "extra curriculars". Keeping up with the plot was a full time job that required organization and strategy. Serena was way more laid back about, well, everything. Blair liked how she could act a little silly around S, and S liked how B kept her in check.

And what of our most eligible bachelors? Well…

Since first laying eyes on Blair at the ball, Nate had become infatuated. What a lucky girl Blair was. He looked so handsome in his tuxedo. And now in his uniform, he only looked better. He was preppy and blond and his uniform looked tailored made. He was sweet too. He wrote her poetic text messages every hour on the hour. And, if that weren't enough, he was awfully generous. They lunched together nearly every day since she got to Constance. Blair had to admit, it was pretty nice. Lunch looked a little different from her school cafeteria days in Brooklyn. Nate loved taking her to the best new restaurants and always insisted on picking up the tab. What a lovely young man. She was getting a little nervous though as he had already invited her to meet his grandfather, _The Van der Bilt,_ at an upcoming polo match. She thought this would be a great opportunity to meet more of New York society, and get in good with the horsey set. There was just one problem…Chuck Bass.

Since dancing with him at the ball, Blair had become infatuated. If she was being completely honest with herself, she was in a hurry to start school, not for the superior education she would be receiving, but to see _him_. It felt like an eternity since they had danced and talked of Paris and… kissed. That moment still played vividly in her mind. Although it had been two weeks, she could still recall how good the scotch tasted on Chuck's lips, and how smoldering his eyes looked right before he kissed her. She recalled how her heart was beating when he reached for her. ..and how the world had become Technicolor since, THE KISS. Everything looked more colorful, more beautiful...even in Brooklyn. She was so excited for her first day at Constance. She rounded every corner in hopeful anticipation of seeing him. She was giddy about the whole thing. What would he be wearing? What would he say to her? Where would they go from here? But day one had come and gone, and no Chuck.

Perhaps he had fallen ill or needed a day to straighten out his affairs or his bow tie, she thought. But as day two came and went, she started to get more nervous. Would she ever see him again? He did attend St. Jude's right? Maybe he had up and gone to Europe. Maybe he had up and gone to Europe with his dates? The thought of Chuck with the blond and the redhead sitting under a lime tree in Paris damn near killed her. She was so sickened by this image that she actually vomited after lunch on day five at Constance. By week two, Blair was convinced Chuck was now living a glorious life without her. After the ball, he decided their kiss meant nothing and realized his true feeling for his dates. After she left him, he returned to The Palace and proposed to the blond and the redhead. They all jumped in his G6 and rushed off to Utah for a quickie marriage. Surely by now they were honeymooning in Paris…kissing under a lime tree, drinking gin and tonic.

"What's a guy like you doing in a place like this?" Nate joked.

Chuck got out of the limo straightening his new scarf as he walked up the front steps of St. Jude's. Nate was standing by the iron gates hoping to catch Blair before school started.

"Well, perhaps if school started at a more civilized hour, Nathaniel, I would be able to attend more often. You know it's difficult for me to get up before the crack of noon. "

The truth was, when he heard Blair had enrolled at Constance, he was anxious to go to school again. Since first laying eyes on her at Bergdorf's, Chuck had become infatuated. He couldn't stop thinking about her. Her lovely brown hair that smelled like gardenias, her deep brown eyes and her sly smile. He couldn't stop thinking about their dance and the way Bart gushed about her. He laughed to himself as he recalled her sharp tongue and then of course, he thought of, THE KISS…and how the world had become Technicolor since. Everything in life seemed better to him now. His bow tie was a little straighter, his scotch a little stronger and even Bart seemed a little more mellow these days. There was just one problem…Nate.

His best friend was in love with Blair. For two weeks, Chuck had been getting Gossip Girl blasts about Nate and Blair. Spotted: N&B at 230 Fifth, N&B at Pera, N&B at the 21 Club. It was beginning to make him sick. He had tried to do the honorable thing by staying out of the picture. But then again, when had Chuck Bass ever done the honorable thing? It was time to get back to school and see _her _again.

As it got closer to 8am and the start of school, Nate decided that he had better get to class. And as Blair was nowhere to be found on the front steps, Chuck went along with him. Bass had forgotten where his first class was, but that was beside the point. He was there to see Blair not to waste time on a math lesson. The boys made their way down the hall that connects Constance and St. Jude's. Nate stuck around for a moment to humor Chuck, but decided he needed to get to class. Chuck walked on past Nate's classroom headed to Constance. He stepped through the archway, rounded a corner and… there she was. Time began to slow down as he watched her come closer.

As Blair walked down the wood paneled halls of Constance Billard, there was bounce in her curls, _prep _in her step and minions following close behind. Sporting a navy blazer with yellow trim, B was very smartly dressed, he thought. Her plaid skirt was just short enough to make him take notice and the white knee socks didn't hurt either. To tie the outfit together and give it that extra little punch, she wore a headband with a large red bow. He was not going to miss her coming. He never saw a school girl look so good.

Blair didn't see Chuck at first. She was holding her head high and had a very focused stare. It was the kind of stare that inspires fear and intimidation. It was also the kind of stare that makes one lose focus on what is going on around them. She was in fog and only noticed Chuck when she got within a few feet of him. He had stopped way down the hall, frozen in place, watching her strut.

_Holy Hell! _She almost screamed upon seeing him. Blair stopped in her tracks causing the minions to bump into her. Once the initial shock wore off, electricity followed. The room melted away, and excitement took over.

Blair called off her minions but never took her eyes off Chuck. When they were finally alone and had recovered from the shock and thrill of seeing each other, he was able to speak.

"I believe you left this at the ball," he said handing her the headband.

Their hands touched and a shock ran through them both. He wanted her so badly he could scream. He had never felt this way about anyone. How could he deny himself this pleasure?

She wanted to attack him. She had never had these feelings, and it was killing her not to act on them. Why had he stayed away so long? Why was he torturing her? She wanted to ask him so many things, but all she could think to say was "thanks".

_Thanks? That was it? Where was the "Chuck Bass, I am madly in love with you… let's run away to Paris?" _

It had been a tough couple of weeks, so she tried to give herself a break and eventually come up with…

"So, where have you been?" She left out the,_ all my life_ part.

Chuck looked down, "I've been attending to business matters," he lied.

She loved his voice. It didn't matter what he said, she could listen to him all day.

"And I've heard you have been handling business as well," he said in a serious tone.

_OMG, he's onto me. I bet he knows all about my plot. _

"Why, whatever do you mean?" She asked innocently, giving him a doe eyed look.

"Well, clearly you have been busy…enrolling at Constance, befriending Serena, gathering minions", he could barley say the next part without wanting to punch the wall, "dating Nate."

_Dating Nate. It sounded so strange, especially to hear him say it. _

Blair knew she had to end this before it went any further. Nate was a cool guy. He was easy going and didn't ask a lot of questions. If her plot was ever going to work, she would just have to do without Chuck Bass.

"Yes, Nate is so awfully nice, she said gathering all the strength she could muster. "I like him a lot." Blair stated coolly.

Chuck's face turned red and he looked down. For a moment she thought he might press the issue. She was really hoping that he would press the issue.

"Well then, business calls," Chuck said turning to leave. As he did, he reached for his phone and called Madison while Blair was still in ear shot.

"Madeline, have the scotch ready when I come home, and put on something…never mind…I don't want you to put on anything at all," he said as loudly as he could.

He left Blair standing in the hall alone. At first, she wanted to cry, but sadness gave way to anger.

_Just you wait Chuck Bass, just you wait. You'll be sorry but your tears will be too late… _

Blair stood in the middle of the empty hallway with hands on her hips, "JUST… YOU… WAIT," she yelled, hoping he would hear her.

_**Spotted: Chuck Bass stirring the hornet's nest…Are you sure you want to go there? We hear hell hath no fury like a Queen Bee scorned. Careful Chuck, this could sting… **_


	8. Chapter 8

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

_Italics: Blair's thoughts_

_**Bold Italics: GG**_

Chapter 8: Playing with Matches

It was to be the last polo match of the season. Anyone who was anyone was going to be there, including Mr. William Van der Bilt. It was an unseasonably warm October afternoon. There was a slight breeze that rustled the autumn leaves causing them to cascade onto the manicured lawn. Ladies in large hats and men sporting aviator glasses set the tone for the posh event. White VIP tents had been set up along the field and in them the liquor flowed freely.

_**Gossip Girl here**_ _**just in time for the closing ceremonies at Meadowbrook. And in celebration I'd like to share one of my favorite recipes. It consists of two parts gin, one part New York society, and an ounce of sweet charity. Stir in a Queen Bee and a Bass, garnish with distain, and enjoy your Molotov cocktail. Looks like this one could be a recipe for disaster…**_

Blair looked stunning in her mint green dress. She knew better than to wear white. It was, of course, after Labor Day and she wouldn't want to appear gauche in this crowd. She thought of donning a cloche, but decided on a large brimmed hat in fuchsia instead. She felt she could blend a little better with the brim draped over one eye. Plus, it just looked so darned aristocratic.

She arrived on the arm of Nate Archibald, and the whispers began. In hushed tones, society commented on what a lovely pair they were. What a gorgeous scene. Amidst thoroughbreds and champagne, air kisses and money, it was all like a pretty, pretty dream…until it wasn't.

Chuck Bass made his way across the tent on a collision course for the bar. A woman on each arm. How do you like that? It was Madison and the blond…again.

Blair was sitting at a round table near the bar talking to Nate. On the table sat a large center piece overflowing with orange roses that were obstructing her view of the field. But, out of the corner of her eye, she had a decent view of the bar and… _Chuck Bass?_

Playing it cool, she ignored her peripheral vision and carried on her conversation.

"So, your grandfather's team is from Dover?" She asked Nate speaking a bit louder just in case it was Chuck at the bar.

"Yeah, he follows the British teams more closely than the Americans," Nate said sitting up a bit. He was trying to get a look at the field to gage when the match might begin.

Blair pretended to hang on his every word, but couldn't help herself. As she listened to him, she kept peeking from the side of her hat, trying to see if it was Chuck.

And then her worst fears were confirmed. Blair had heard his voice. From where she was sitting, she couldn't quite hear what he was saying…something about Madeline and scotch, but it made no difference. That voice was so unmistakably his.

She strained her one eye until it was impossible to see. If she kept this up, she was going to go blind.

_I'll just turn my neck ever so slightly. I'm sure neither Nate nor Chuck will notice._

Blair couldn't help herself. She turned to face the bar and saw him standing there with a devilish smirk. He raised his glass to her.

Blair squinted and grimaced at him. It didn't take her long to notice his dates. In a fit of rage, she snapped her neck back and was facing Nate again. She pretended to give him her undivided attention.

"What's that Nate?" She asked, following it up with a high pitched laugh.

"I was saying the match is about to begin, so we had better get out there," he said standing up. "Come on, let's go." He reached for her hand to help her up.

Blair grabbed hold of Nate's arm and with exaggerated fervor leaned in and kissed him. He beamed and led her out of the tent. As they were leaving, she couldn't resist. She turned her neck again in the hope of giving Chuck a "take-that" look, but it appeared he had beaten her to the punch. For as she glanced at him, she could see that he was kissing the blond. Blair stomped her foot and pouted.

"Everything okay?" Nate asked genuinely concerned.

"Oh, yeah, it's just that my heels are getting stuck in the grass is all," she half smiled.

The match hadn't even started yet, but it looked like Blair was getting caught up in the game.

Nate and Blair took their places on the sidelines next to William Van der Bilt. They exchanged pleasantries as the players lined up on the field. Soon, the umpire gave the call, and the game was underway. The ponies raced off toward the goal leaving midfield empty. When the excitement of the first play wore off, she noticed that they were standing directly across the field from _him_. Blair wished she had a bigger hat. Unfortunately for her, there was no brim big enough to hide Chuck Bass.

She rolled her _eye_ at him and shook her head. She put her arm through Nate's and held him close. Chuck followed suit. Two could play at this game. He grabbed the blond by the waist and through his arm over Madison's shoulders.

_Okay, if that's how it's going to be. _She kissed Nate on the cheek.

Fine, Chuck thought, and stuck this tongue down the blonde's throat.

Appalled, Blair brought her hand to her lips and gasped.

_This has gone too far. I'm with Nate and he is a good man. In fact, he's a great man. He's upstanding and kind and a Van der Bilt for Christsake, and I don't deserve him. _

From that moment, she was committed to ignoring Chuck. She reached down and took Nate's hand, not out of jealousy this time. While he didn't make her feel the way Chuck did, Nate was too cool not to be friends with. She really did like him and that's why she decided that it would be best to call it off with him.

_And of course, I'll do that right after the match. No sense in creating a scene. _

So for the time being, Blair was all about Nate and his grandfather's team. It was the fourth chukka and the teams were tied. Saratoga was gaining ground and there was tension in the air. Blair felt guilty for using Nate, so she wanted to show as much enthusiasm as she could. She clapped and rooted every time Dover made a decent play. And then it was down to the wire, this was going to be their last chance to score. The crowd held their breath. All you could hear were the pounding of hoofs and the wind in the trees.

"Come on Dover," Blair began with a whisper. "Come on Dover," the passion was building, until finally she erupted, "COME ON DOVER, MOVE YOUR BLOOMIN' ASSES!"

Dover scored the winning point as society ladies fainted. Oh the horror. William Van der Bilt chuckled and Nate blushed.

Blair stopped in her tracks and slowly looked around. It wasn't good. She hid under her hat the best she could, but no matter what she did, there was no escaping Chuck's laughter.

XOXO


	9. Chapter 9

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 9: "On the Street Where you Live" **

_Poor Blair,Chuck thought. How simply frightful_! How humiliating! How _delightful_!Serves her right for toying with me. He laughed thinking of the scene she had caused the day before.

Meanwhile, Blair was laying low on the Upper East Side. She had warned Humphrey that she was planning on taking over his house-sitting job, and it was time to make good on that promise. Now that she was a "Blue Blood", the Brooklyn digs were just not going to work. She needed to create a presence on the UES. True to her word, Blair moved into the Park Avenue penthouse that was under Dan's careful watch.

"Blair, this is really going too far," Dan warned as she made her way through the penthouse.

Blair was getting acquainted with the place she was to call home. "I don't see what the concern is; now there will be another set of eyes looking out for the apartment."

Oh, if only Blair knew how very right she was. For there were indeed others watching out. Several stories below, Nate stood under the street lamp looking up. He knew it was wrong to have followed her home after the match, but he wanted to make sure she was okay after what had happened. And even though she told him she just wanted to be friends, he still had hope she might change her mind. For now, he was happy to be on the street where she lived.

_**Spotted: An Upper East Sider stalking a Brooklyn burglar. **_

"There's no reasoning with you Blair," Dan gave up and took a seat in the grand foyer.

"Don't you just love this checkerboard flooring", she yelled from the kitchen.

When he didn't answer, she joined him on the other side of the apartment.

"So, I was thinking," she said holding a big smile for a little too long.

"Well, stop it. Bad things happen when you start to think." He had his head down trying to rest his eyes. He thought that maybe if his eyes were closed, this nightmare would go away.

"You know my birthday is coming up?" She continued.

"And as promised", he said sternly, "I'm going to take you to White Castle."

"You really know how to treat a lady, Humphrey. And while I appreciate your chivalrous act, I will not be in Brooklyn for my birthday."

"Okay?" He always humored her in spite of his better judgment.

"Because, dear Humphrey, I will be holding my very own birthday gala right here," she said holding up her arms as if to sell him on the penthouse.

"That's an amazingly stupid idea."

She scoffed at his lame attempt to stop her. "Yeah well, I have to make up for that little faux pas over there in Meadowbrook. So I figure, I'll throw a fabulous party, and they'll forget the whole thing."

Blair was right, Dan thought. The Upper East Side did have a very bad short term memory.

"Blair, please don't do this to me," he pleaded.

"Do this to _you_!" She gasped. "Humphrey, do you ever stop thinking about yourself?"

"Sweet Jesus, help me!" He rolled his eyes.

"Great, then you're in!" She ran over to the winding staircase. "So, I think I'll make my grand entrance here."

Suddenly, the elevator doors opened and an old woman stepped out into the foyer.

"And what a lovely entrance it shall be, my dear," the woman exclaimed.

Dan jumped to his feet. Sheer terror washed over him. "Countess! You're home", he gulped.

_**Uh oh B, looks like the only thing you'll be planning is an arraignment. But don't worry, we hear the latest prison jumpsuits come in black and white stripes, just like your Bendel's bag. At least we won't be calling the fashion police. XOXO **_


	10. Chapter 10

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**A/N: Happy Friday everyone! Much love to the readers, reviewers, and supporters of this story. I want to take us into the weekend with a little bit of whimsy and a slight cliffhanger. Hope you enjoy!**

_Italics: Blair's dream/thoughts_

**Chapter 10: Park Avenue Princess**

Dan sat there looking dumbfounded. This was truly astonishing. Never had he witnessed anything like the scene that was playing out before him. Unless, of course, you count the masquerade ball and the hostile takeover of Constance Billard.

"So you mean to tell me, you had the gumption to say such a thing to Mister Bass," the Countess asked wide eyed.

Blair blushed and continued, "In my station, you have to act as if…" she hesitated for a moment.

"As if what, my dear?"

"As if, I were a Queen. As if, I had been living on the Upper East Side my whole life. As if, I did belong in the realm of the Basses," she explained in a collected manner.

"As if, you were a conman," Dan interjected.

"It's called confidence Humphrey," she fired back.

"Well, I like it," the Countess exclaimed.

Blair was overjoyed, "That's wonderful Countess Balfor because I told Charles you were my grandmother."

The Countess was back earlier than expected from her European holiday. She had grown tired of the Swiss Alps, and really, how much skiing can a person do? She had grown bored with Bordeaux, because truly, how much exceptional wine can a person drink? She had grown weary of Monte Carlo; after all, how much money can a person win? It had all been done to death. She had seen it all, heard it all, read all about it, and now was hoping for the plot to thicken.

Dan sat on the couch as the ladies sipped afternoon tea. Maybe his boss would be okay with Blair being in her apartment, but she was certainly not going to get sucked into "the plot." She was a wise old woman, Dan thought, while watching the two converse, and surely she would talk some sense into Blair.

"Oh dear, I'm so sorry to hear that," the Countess went on.

"I know, it's so awfully low," Blair hung her head.

"I can't imagine a girl like you in Brooklyn," said the old woman shaking her head.

"Gross, right?" Blair sighed.

"Indeed," the Countess concurred.

"So, what do you think?" Blair asked stepping out of the walk-in closet.

The Countess admired her from across the room, "Charming, simply charming."

The black Givenchy gown looked stunning on Blair and fit her perfectly. Long ago, the Countess had worn the dress to many a society party. It was rather distasteful to be seen twice in the same gown, but she could care less for convention, and it was her favorite. The full skirt made her feel like she had come from a different era. It was very _Age of Innocence_.

"It's lovely", Blair said looking into the full length mirror. "It is so kind of you to do this for me."

"Well, on the contrary Blair, I shall say it's kind of you to let me come to your party."

"Of course, you are 'my grandmother' and what is family for?" Blair winked.

First there was that fabulous old woman at Bergdorf's, and now the Countess! Maybe fairy godmothers really do exist. It's pretty to think so, even if they only appear on the Upper East Side.

There were a great many things to attend to before her seventeenth birthday party. There were the invites and the caterer and the cake and the entertainment. While there may be fairy dust in the streets, no one ever said being an Upper East Sider was easy. Luckily, the Countess had her maid flying in this evening to help with the planning. Plus, the minions could do some of the heavy lifting. With those exhausting details out of the way, Blair thought it best to take a nap.

The Countess left Blair alone in one of her large bedrooms so that she may get some rest. It had been a long day relaying the details of "the plot" to her fairy godmother. While the bed was very comfortable and the down pillows felt like heaven, she couldn't get to sleep. She just couldn't seem to get the picture of Chuck and the blond out of her mind. _Why did he have to go and kiss her like that? Right in front of everyone! Has he no class? Sure, the blond is perfect, but that's no reason to rub it in._ After all, Blair had only kissed Nate on the cheek. She wasn't trying to recreate porn like Bass and that stupid blond girl. _The nerve._ She continued to toss and turn until her mind managed to roam to more pleasant pastures. She thought of THE KISS. This calmed her a bit, and after a while, the memory of it lulled her into a deep sleep.

"_It's rather dull in town, I think I'll take me to Paree__**. **__Mmmm-mmm…__ …"_

_Blair looked around to find she was in the middle of Covent Garden. She was dressed in tattered clothes and was holding a small bunch of violets. _

"___The missus wants to open up the castle in Capri__**. **__Mmmm-mmm…" _

_A straw basket was hanging from her arm and a few brass farthings lay inside. _

"…_Wouldn't it be loverly…" _

"_Evenin' Miss Blair, will you be needing a butler?" Asked a man in a dirty shirt._

"_Well, you won't do" Blair responded. _

_Up the lane came a gentleman dressed in tweed. He was speaking with a man in a top hat. Blair knew an opportunity when she saw one. _

"_Buy some flowers off a poor girl," she asked the men. _

"_Nathaniel, will you look at this guttersnipe!" cried the man in tweed. "She's so deliciously low, so horribly dirty!" _

"_Chuck, be reasonable," Nate said. "I'm sorry Miss, I don't have any change." _

_Chuck ignored him and carried on. "Do you see this wretch? Why, in six months I could pass her off as a duchess at the Embassy Ball."_

"_Garn…" Blair shook her head. _

"_You see Nathaniel, it is words like 'Garn' that will keep this girl in Brooklyn…" _

_**BROOKYN! BROOKYN! BROOKYN! **_

_Chuck's words echoed and stung. Blair found herself back at the Humphrey's loft. _

"_Quick Blair, get to the roof," Dan whispered, "He's coming!"_

"_Oh no, I thought I had more time!" She shook with fright, "I just need a little more time. I can make him believe I'm from…" _

_Dan cut her off, "Go now, he's at the door!" _

_Blair slipped out of the window and onto the fire escape. She raced up to the roof as fast as she could. _

_She took a moment to catch her breath. Relieved, she sat down on the fraying lawn chair. _

"_Good evening Waldorf," Chuck began "My spies told me I might find you here." _

_She let out a blood curdling scream. He had found her. The jig was up. The plot, finished!_

"_It's so naïve that it's almost cute. Did you really think I wouldn't know about your little plot?" Chuck said coming closer to her as he sipped his scotch casually. _

_The blond was hanging on him, caressing the back of his neck. _

"_Chuck, I'm so sorry." Blair started to tear up. "I never meant to hurt you. I just wanted to go to Yale. That's all." _

"_Yale would never take you," he smirked. "Nor will the Upper East Side ever accept you. What kind of imbeciles do you take us for?"_

"_I…, I didn't mean to insult you or Nate or Serena…I've come to care for all of you." Blair pleaded. "Chuck, I love you!"_

"_What! You love me!" He said laughing as he smacked the blonde's ass. "That's your misfortune. I could never love a girl from Brooklyn! Never…" _

_**NEVER! **__**NEVER! NEVER!**_

_Chuck's words echoed and stung._

Blair woke up in a cold sweat and screamed. Frightened, the Countess ran to her side.

"Why, whatever is the matter, my dear?"

Blair sat up, shook her head and crossed her arms, "Chuck Bass will not be invited to my party!" She said firmly breathing a deep sigh of relief.

Chuck straightened his bowtie in preparation for Blair's party. He wanted to look dashing, and was terribly excited for the event. After all, Chuck Bass firmly believed that the best parties were the ones he was not invited to. He thought the purple tie would complement the black suit nicely. He was sure to make a favorable impression on Blair with this ensemble, and if that didn't work, the Harry Winston might. He was tired of playing games. He was crazy about Blair and no matter what she said, she didn't belong with Nate. She never had, and she never will.

"Dorota!" Blair yelled from "her" bedroom. "I need the dress."

Dorota had only been in town for 24 hours, but Blair had already claimed her as her own. She was tasked to handle the catering, dry cleaning, and security.

"Here you are Miss Blair," fresh from the cleaners.

"Good. Now, what about security?" Blair asked examining the dress.

"We have doorman and hired men." Dorota explained calmly.

"Hired men? As in SAS, Black Water, Force Recon?" Blair amped up.

Dorota looked confused, "Uh, I'm not sure. I think they what you call 'rent a cops.' "

B shook her head, "Well, don't just stand there, I need operators!"

"Operators?"

"Seals, Delta Force, the Israeli Mossad!" B was getting agitated. There was clearly something getting lost in translation.

"Don't you see Dorota, I need to keep Chuck Bass out of this party."

The party was a hit. Once word got out that Serena Van der Woodsen was attending, everyone wanted to go. Joe Zee mingled with Rachel Zoe, Nate brought the lacrosse team, there were designers and artists and the hottest socialites. All the cool kids were there, as was Dan Humphrey. As a special treat, the Countess made a few phone calls and was able to book Lady Gaga to do an acoustic set for an hour during the party. The night was brilliant and Blair looked beautiful. The Givenchy flowed so nicely, her hair was curled to perfection, and there wasn't a trace of egg on her face. Meadowbrook was a distant memory.

"Blair darling, what song would you like Miss Germanotta to do first?" The Countess asked. Apparently, she was on a last name basis with Lady Gaga.

"Oh, I don't know," she said pretending to be coy "How about Poker Face," B winked.

The Countess grinned slyly, "As you wish."

Well, this was going smoothly. A few more hours of THIS and Blair would be the UES IT girl, the toast of the town.

"Miss Blair, Miss Blair," Dorota called frantically, "I'm so sorry Miss Blair."

"What is it? Can't you see everything's going so well…" But before she could finish, there _he_ was.

The elevator doors opened and he walked in like he owned the place. (He walked in like Blair had a few days earlier.)

Brandishing a bottle of scotch, a bouquet of gardenias and a black velvet box, Chuck Bass had never looked better.

"Motherchucker!" Blair yelled. "How did you manage to oil your way in here?"

Chuck stood there looking amused.

"How did you get past the doorman?" She demanded. "And the twelve man security team?" Okay, that was a bit of an exaggeration. There were more like three guys working for a little over minimum wage.

The security force kept getting inflated, "And the Dobermans and the cameras…", she was even impressing herself at this point.

Chuck stood there looking amused.

"And the lasers…" Okay, she was spent.

Calmly, shaking his head ever so slightly, delicately raising one eye brow, he responded in a dignified manner, the only manner he knew how, "I'm Chuck Bass."

Blair tried to ignore him for the remainder of the evening. She mingled with Serena, the Countess and even Humphrey. But everywhere she went, she felt _his_ stare. The party was winding down now and the guests were saying their goodbyes. Blair was exhausted; it was hard dancing around Chuck all night.

"Grandmother," Blair said to the Countess in front of a few remaining guests, "Would you mind terribly if I called it a night? I'm awfully tired."

"Of course not dear," She smiled, "sleep well, and happy birthday, my darling."

"Thank you ever so much." Blair was really playing this whole "Blue Blood" thing up. She waved to her guests as she made her way up the stairs, "Good evening everyone, and thanks a million for coming."

Blair entered the large room and sat on the bed looking into the full length mirror. So this is what being a Blue Blood looks like, she thought as she took her hair down. What a party, what a life,

"What the Chuck!"

Chuck stood behind Blair looking at her through the mirror.

"You are not possibly going to ask me how I got in here," he said with a smirk.

For once, B was at a loss for words.

"Blair, you look stunning tonight." He said moving closer to the bed. "And you looked stunning the night of the ball. However, I couldn't help but notice something was missing."

_Something missing? Yes! The Black Amex, a few thousand shares of Qualcomm, a Park Avenue address, and a couple million in cash. And if we're being completely honest, the opportunity to say, "Talk to me Harry Winston, tell me all about it." _

He took out the velvet box; the Holy Grail of all boxes.

She felt weak.

He opened it slowly.

She got a glimpse of the first bit of sparkle as the diamonds shown in the low light of the chandelier.

_Talk to me Harry Winston, tell me all about it! Can Chuck Bass read minds? I'm in bigger trouble than I thought. _

Chuck pulled back her hair and closed the clasp. It was a magnificent piece. There was an elegant ring of smaller diamonds around the entire work of art. And lying on her chest now were three of the most brilliant diamonds she had ever seen. They were like the ones she had gawked at through the storefront windows. They looked like teardrops; really large, mutli-carat, glimmering teardrops. They admired it together looking at each other through the mirror.

Blair couldn't believe her eyes.

_He's got a sense of humor dryer than vermouth, he's elitist, arrogant, and comes bearing Harry Winston. This is too good to be true._

After some time, she had recovered from the shock and was finally able to speak.

"Chuck, I adore it," she couldn't believe what she was about to say, "But, it's really too much."

"Nonsense", he said running his hands over the piece, "Something this beautiful deserves to be seen on someone worthy of its _beauty."_

"Well, when you put it that way," she laughed. She was so giddy.

He made her nervous, "Best birthday, ever." She said, trying to lighten the mood.

He smirked, she was such a clever girl, he thought.

_If I let him get too close, he's going to find out about the plot…and then he'll never love me, and I'll never get into Yale. Then again, one kiss never hurt anyone... _

He put his hand on her cheek and felt her soft skin. She closed her eyes and fell back on the bed.

_No, seriously, best birthday ever. _

Downstairs the Countess and Dorota were enjoying a nightcap, toasting to a successful party.

"I've missed New York," the Countess sighed, "there's nothing quite like the energy here. It's truly a city where anything is possible."

Just then, the elevator doors opened and out walked Jack Bass.

"Ladies," I'm sorry to bother you, but I believe my nephew Chuck is here and I need to speak with him immediately. It's about his father; he's been in an accident."

"Oh Dear God! Yes, he's upstairs; I will get him at once." The Countess said rushing to fetch Chuck.

In the moments before the storm, the world was a beautiful place for Chuck and Blair.

They kissed passionately and admired the Harry Winston.

"Blair, I, adore you." He wanted to say "love", but held back. He thought that perhaps it was just a bit too soon.

She blushed, "Oh, Chuck, I adore you too." She wanted to say "love", but held back. Perhaps it was just a bit too soon.

_**They say diamonds are a girl's best friend. Better cuddle up to your ice B, looks like we're in for a cold winter. XOXO, Gossip Girl **_


	11. Chapter 11

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 11: Frozen Assets **

A big chill was descending upon the Upper East Side. Blair's birthday party had been perfect, but now circumstances had put the good times on ice. Bart Bass was dead and Chuck holed up in The Palace. No one had seen or spoken to him since the party. He didn't even attend his father's funeral. Chuck Bass was officially incommunicado.

Blair, Nate and Serena had all tried to reach out to Chuck. Nate and Serena texted him nearly every day, to no avail. As for Blair, well, she tried to break into his penthouse several times. Apparently, the security at The Palace was better than what she had at her party. Plus, she was not quite as smooth as Chuck. She couldn't just say the magic words "I'm Chuck Bass". Even with the help of her fairy godmother, it was no use. Chuck was laying low.

Naturally, Blair was heartbroken. She of all people knew what it was like to lose parents. She could help Chuck, if only he would let her.

As if the Chuck situation weren't bad enough, Blair had her own problems. Keeping up with the UES lifestyle had proven to be a bit too rich for her blood. Blair was going broke, fast. After paying her tuition at Constance, buying her uniforms, and throwing the lavish party, she was strapped. Then, of course, there were the shoes and the rides into the city and the accessories. It had all added up.

Sure, she was lucky enough to have such generous friends, but they had already done so much for her. Nate and the lunches, the Countess and the penthouse, Chuck and the (sigh) Harry Winston. She couldn't ask any more of them. She needed to tweak the plot to save the plot. Of course, the necklace Chuck gave her could solve all her money woes. She could return the piece and be set for tuition for her senior year and fund most of her Yale (fingers crossed) education. But, how could she do such a thing? It was such a precious gem…not so much for the carats or the sparkles, or the envy and awe that it inspired but because it came from _him_. There had to be another way.

Blair walked around the city looking for inspiration. She gazed up at the tall buildings and the intricate art deco workings of the Chrysler Building. There was so much imagination that went into creating Manhattan. It was teaming with inventiveness and the entrepreneurial spirit. She just had to tap into this somehow.

As she walked down Lexington Avenue, her phone rang.

"What do you want Humphrey?" She asked slightly annoyed that he broke her concentration.

"I was wondering if you got the physics homework." Dan asked frantically.

Blair shook her head as she talked, "Of course I got it. I'm a bloody genius, remember? "

Dan was flustered, "No, I meant did you get the page numbers of the problems we're supposed to do?"

"Sure, I completed that lesson the first day of class." Blair continued down Lexington.

A moment went by and Dan was silent.

"Humphrey?" Blair asked halfheartedly. "Humphrey!" She yelled.

He was no longer there; the call had been dropped.

And then hit her. RF nulls in urban canyons could be reduced by implementing a simple noise mitigation algorithm.

It was so obvious. How could she not of thought of it sooner?

Simply put, she would write a program to make cell phones work in the city. No more dropped calls or missed Gossip Girl blasts.

Blair continued down the street at a fast pace. She had to get back to the loft to start coding. Not only was this a money maker, it was a product that was much needed. I mean, what if someone important was trying to call her right then? Like Serena or Chuck. It hurt to even think of his name, but she held out hope that one day soon she would be speaking to him again, if not in person than from her cell…and when she did ,his voice would be loud and clear.

So off Blair rushed across the bridge. Now there was to be "the plot" and "the invention." It would take her a few months to finish the algorithm. She would have to hurry as time was not on her side. Luckily, she was very bright and there was espresso, even in Brooklyn.

By spring, she should be able to sell the invention to Verizon or Qualcomm and make a tidy profit. Of course, she would need a lab to test it in, but that was a problem for another day. For now, she was thrilled with her new idea and encouraged that there was still hope for the plot and Yale and if she was really lucky, maybe even Chuck. But Chuck was endgame, and right now she had business of her own to attend to.

Before going to the loft, Blair swung by her bank to check her balance. It was pretty ugly. She wouldn't be able to ride out the winter at this rate. Blair had to do something drastic. Not hock the Harry Winston drastic, but she knew what she had to do would not feel good.

Blair got to the loft to find Dan with his nose buried in a book lying on the couch.

"What happened to you earlier?" he asked looking up.

"Cell phone cut out. Isn't that fantastic!" She said barreling past him and into her bedroom.

She went to her dresser and opened the top drawer. There was the headband with the red bow she wore the day she first saw Chuck at school. She recalled how he looked at her when he saw her coming down the hall. She remembered how she blushed when she saw him and how they left things and the words she yelled at him. _Just you wait Chuck Bass, just you wait._ Blair repeated this a few times, only now her anger had been replaced with something more sincere. She missed him dearly and couldn't wait for the day he would come around.

Next to the red number was her crystal headband. Sure, she had worn it to the ball, but these "crown jewels" had been replaced by something much more spectacular. This is how she could justify letting it go. She had no other choice really. It was her most expensive accessory aside from the necklace.

Blair grabbed it quickly before she had any more time to think. Had she stared at it any longer, she may have changed her mind. After all, it was what she wore to the ball where she was formally introduced to _him, _and where they had talked of Paris and…It was all too much, she had to get rid of it and fast.

Blair raced back through the loft, and passed the couch. "You just got back. Where are you going now?" Dan asked.

"None of your business," she said putting on her jacket.

"Can I at least get the page numbers for the homework?" he asked with that same flustered voice he had had on the phone.

Blair shook her head, "Forget the homework. When I get back from the pawn shop we will talk Pseudo-random Noise and CDMA."

Dan rolled his eyes."Seriously, what are you talking about?"

"Listen Humphrey, I wouldn't expect your primitive mind to understand. When I get back, I'll broad stroke it for you…and that's not code for anything."

As Blair left the loft, a cold gust of wind passed through her. Winter had arrived and covered Brooklyn in a blanket of white. Idiotically, cars still cruised with windows down blasting ghetto beats. A Cadillac drove by Blair and the passenger hollered, "R-I-P, B-I-G! BROOKLYN, BABY!"

Blair laughed as she listened to the lyrics overtaking the neighborhood.

…_Phone bill about two G's flat, no need to worry my accountant handles that…50 inch screen, money green, leather sofa, got two rides a limousine with a chauffer... _

The irony was not wasted on Blair as she listened and thought about the Upper East Side. _Oh Biggy, you have no idea. _

A/N: Next time, Chuck Bass and the limo.


	12. Chapter 12

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. Thanks to the Beastie Boys for the title of this chapter. _

**Chapter 12: No Sleep 'Till Brooklyn**

The invention was underway, the Yale application had been sent and the city began to warm. It was early spring and the trees were showing their very first sign of life. Fresh green buds adorned the recently barren branches. The city was alive again and B had spring fever. She worked at a break neck pace to complete her algorithm before the April 1 deadline Qualcomm had given her. They were interested in her product, but would need to see a prototype if they were going to buy. With just two more weeks to go, there was a great deal of work to be done. On top of the invention, Blair was taking a full load of advanced placement courses, trying to hang with Serena, putting up with Dan, preparing for the Yale interview and studying the schematics of The Palace hotel in the hope that she could one day break in to the penthouse and see Chuck again.

As we pan in over the city and into the loft, we find our Brooklyn dodger focused on one thing. The original reason for the plot: Yale. All her energy was needed now as today was the big day. The day of the Yale interview had finally arrived. This would be Blair's last chance to impress the admissions board. She had been practicing her interviewing techniques with Dan all winter, and she felt confident.

"I'm off to New Haven Humphrey, wish me luck." Blair said, checking herself in the mirror. She wanted to make sure her headband was straight. She was wearing the one with the red bow, the only one she had left.

"They'd be foolish not to let you in…just look at all the criminals that went to Yale. George Bush, George W, Dick Cheney, Bill Clinton, Hillary Clinton…" Dan droned on smugly.

Blair gushed, "I know, their alumni roster reads like a who's who of power players."

As she reached for her bag, their phones buzzed.

_**Gossip Girl here, looks like our Prodigal son has returned and is ready for his close-up. Dust off your flapper dresses and Tommy guns, the prohibition is back. Victrola tonight. Until then kiddos, XOXO. **_

Blair and Dan looked at each other.

"Are you thinking what I'm thinking?" Dan asked earnestly.

Blair read the message three more times before responding. "Well if you're pondering imbedded firm ware, Yale Blue and Qualcomm stock, then yes, we are thinking precisely the same thing."

Dan scowled, "Cut the crap Blair. You know you've missed him."

"Fine, maybe a little, but it's not like I have money for a dress." She threw up her hands in frustration. She had pawned her crystal headband, returned several dresses to Bergdorf's, drastically cut her spending habits, but it was not enough. She was broke.

Blair's phone rang.

Dan gave her a sarcastic grin, "Don't worry Cinderella; I'm sure that's your fairy godmother now."

It was.

"Countess?" Blair asked sounding genuinely surprised.

"Blair darling, a package just arrived for you. Shall I open it?"

"Oh please do!" She was so anxious; there was no way this could wait.

"Very well, hold the line for one moment." The Countess said.

Blair bit her nails, a nasty habit she had acquired over the winter. Dan stood by curious to know what his boss might reveal. He couldn't get over how Blair always got the help she needed at the very moment she needed it the most. That never happened to him. After what felt like an eternity, the old woman was back on the phone.

"My word, this is lovely!" The Countess exclaimed.

Blair practically jumped through the phone. "What is it?"

"Why, it's a vintage flapper dress." The Countess paused. "A Jeanne Lanvin, no less. This is a collector's item…it must be worth a small fortune." "And there's a note," she continued.

There was a lump in Blair's throat. She swallowed hard, "Go on, please."

The Countess took a moment to open the card. "Well, let's see," This was taking forever Blair thought.

Finally, the old woman spoke, "The note simply reads, _I'm sorry for the dry spell_." She paused. "How curious, and the sender didn't even sign a name my dear."

Blair fought back the tears, "He didn't have to, he's Chuck Bass."

She thanked the Countess and raced off to New Haven. There was a lot to be done if she was going to make Chuck's party. Her interview was at noon and it was scheduled to take two hours. It took another two hours to make it back to Brooklyn. Once back, she needed to write about one thousand lines of code in order to stay on track for the April 1st deadline. This would put her at about seven o' clock which should give her just enough time to cross the bridge, get to Park Ave., change into her dress and make it to Victrola by ten. All in a day's work, Blair sighed as she crossed the border into Connecticut.

Yale was everything Blair had remembered. Her dad had taken her there when she was about five and it made a lasting impression. She was so fond of the stone sculptures built into the walls. Her favorite was the tea drinking socialite. The Gothic structures, the ivy, the history all swirled together and made Blair feel as though she was so close to attaining her dream. Her interview was in Van der Bilt Hall and of course she thought of Nate. What a lovely boy, with such a rich family legacy. But at that moment, it was all about Blair and the legacy she was determined to forge for herself.

The interview had gone so well that her allotted time had run over by an hour and a half. The board was impressed by Blair's scope of knowledge and the ease at which she transitioned from Milton to Quantum mechanics. She was elated as she skipped across campus. Looking up at the clock of Harkness Tower, however, she was suddenly struck by a jolt of fear. It was nearing four o'clock. She had to get back to Brooklyn on the double. Racing toward the wrought iron gates, Blair quickly glanced back at the campus. She could picture herself striding across the quad in Yale Blue. The plot was coming together, and it was _loverly_.

Back in Brooklyn, B tried to buckle down. But her code was buggy. It was no use. How could she concentrate on the invention when the excitement of Yale was so fresh in her mind? She couldn't sit still because as thrilling as her day had been thus far, tonight was what she had been waiting for since November. It had been four months since she had seen Chuck. Four months since her party and the Harry Winston and their second kiss. She felt so bad for Chuck and couldn't wait to see him. Of course, she was hurt that he had not let her in (quite literally), but she knew that everyone grieves in their own way. For some, plots are forged to take over the world. But for those who already have the world, staying within the confines of their palace may be the wisest move. She couldn't fault him for that. For had she been in his position, she may have very well done the same thing.

Blair slipped into the Park Avenue penthouse like a thief in the night. It was nine-thirty and her nerves were threatening to dominate her. Her palms were sweaty and she had that nauseous feeling again. Tonight was actually worse than the night of the ball, for now, she had even more to lose. The idea of not seeing Chuck again for another four months scared her, it terrified her, it shook her to her very core. She tried to shake it off. He was back now and just down the street. He was in the land of the living once again, and she was going to be there to welcome him back. She went into the bedroom where they had kissed and found the dress lying on the bed. It was an exquisite champagne color with thousands of delicate tassels. She picked it up and pulled it close to her body. It smelled like him. But now was not the time to reminisce…he was waiting. Blair threw on the dress and zipped it up along the side. A perfect fit, naturally.

As she ran up the sidewalk, Blair could see the long line forming outside of Victrola. Not thinking twice, she pushed her way through to the front and unlatched the red velvet rope that separated her from the unwashed masses. The doorman gave her a dirty look and she rolled her eyes at him. You really want to go there, she thought.

"And who do you think you are?" The large brute asked.

Taking a deep breath and raising one eyebrow, she did her best impression of _him_, "I'm Blair Waldorf."

The brute smiled when he realized how much she had sounded like his boss.

"Miss Waldorf, he said stepping aside, "Mr. Bass has been expecting you."

Blair entered the smoke filled room and was immediately taken by how authentic the place looked. She felt like she was stepping into a 1920's movie set. The colors were dark and rich and the lighting gave the speakeasy a mysterious feel. There was a bar made of dark wood with a mirrored backing. The refection of the bottles and martini glasses was mesmerizing. Across the room was a small stage with three gorgeous women putting on a burlesque show. They had on the tiniest of tassels and were covered in diamonds from head to toe. And front and center, slouched in a circular booth…the elusive Chuck Bass.

Blair came around from behind Chuck and stood before him blocking his view of the show. Their eyes met, and it was like it had always been. Electric. He looked at her over the top of his scotch glass which he slowly brought down to rest by his side. She could have told him how much she missed him, how she knew just what he was going through, how she was madly in love with him, but instead she started swaying to the rhythm never taking her eyes off him.

"I've got moves you know." She said confidently.

Instinctively, Chuck sat up straight as he always had when he saw her.

"You wouldn't." He said as if he was reading her mind.

Without another word, Blair walked onto the stage.

Suddenly, the gorgeous women vanished and all he could see was her. She looked so sexy. In that moment, he was regretting his absence immensely. She ran her fingers through her hair and touched her lips gently. She turned her back to him and with catlike movement looked over her shoulder. Their eyes met again, and then she did something that shocked even Chuck Bass. Slowly, she reached for her zipper and gently pulled it downward. She kept going till she reached her waist. The dress was loose now and she wiggled out of it. La Perla had never looked so good.

The song ended and Blair exited the stage in only her bra and slip. Chuck was astonished and swallowed hard as she sat next to him. For once, he was at a loss for words. He threw his smoking jacket over her shoulders to cover her up. He didn't like the idea of random guys ogling her.

Blair tried to compose herself. "So, judging from the Gomorrah-like atmosphere, seems like the prohibition is over and your dry spell has reached an end."

Chuck shrugged, "So it seems."

There was so much to say, but where to begin? She remembered how right after her parents died everyone acted strange around her, like she was this fragile thing they were scared would shatter. All the "I'm sorries" and "If you need anythings". They were sweet, but she just wanted things to get back to normal…whatever that was. After much internal conflict, Blair thought it best to keep the conversation to a minimum. It was like they could read each other's minds anyway, so what was the use of saying too much?

"You know, I hear there's a moon out tonight," Blair said trying to coax him out of his den.

Chuck shook his head, "And I hear Berlusconi was indicted, what's your point Blair?"

It was just as she had suspected; all this "deep" conversation was not going to work. If she was going to make any headway with him, she would have to break out the heavy artillery.

Blair left Chuck to sulk momentarily while she went back to the entrance to speak with the brute.

"Excuse me, hello, door guy," She called to the brute as he was chatting up what appeared to be a hooker, but was more than likely an invited guest.

"The name's Clyde," he said walking toward her looking more imposing than she had remembered.

Blair grinned sheepishly but held her ground. "Well, Clyde is it? Mr. Bass is requesting that you send the limo around."

Clyde smiled. He knew what that meant. If he only had a nickel for every time a young woman asked for Chuck's "limo," he might be as well off as the Bass himself.

Blair couldn't be bothered with Clyde's judging stare. So what if this had been done before? It had not been done by her. It was a first, and speaking of first times…

Chuck was slightly buzzed when Blair grabbed him by the hand and pulled him into the limo. The heat between them was almost too much. She threw his jacket off her shoulders and sat with her legs crossed looking at him. She couldn't believe they were this close again after so much time had passed. As the limo pulled away, her slip slid further up her leg so that most of it was now exposed. They locked eyes and he put his hand on her leg, stroking it gently. Blair closed her eyes and arched her back. This was actually happening.

"Blair," Chuck whispered.

"Oh Chuck," she moaned.

Chuck took his hands off her and leaned back over to his side of the limo, "I appreciate what you're doing, but it's not going to work."

He called up to the chauffer to take them to The Palace.

"You are coming home with me," he smirked taking her hand.

Chucked showed Blair into his penthouse. It was the most gorgeous place she had ever seen. The interior was modern and chic, an unexpected twist for a vintage hotel.

"What do you think Waldorf?" He asked pouring her a drink.

"It's all right, but I've seen better," she lied.

Chuck took her hand, "Well then, maybe we need to go see about your moon. Perhaps you will be more impressed with the terrace."

He led her up to the rooftop. She was definitely not in Brooklyn anymore. There were no fraying lawn chairs, and thank God, no Humphrey. She was here in this beautiful moonlit rooftop garden on a spring night with her long lost love.

He held Blair's hand as she sat on the chaise lounge then took a seat next to her on a plush white recliner. She lay on her side and looked at him longingly.

"I'm sorry for my behavior at Victrola. I was out of line." He said softly.

She grinned, "You disappear for four months and you want to apologize about that?"

He smirked.

"I practically throw myself at you in the limo and you deny me, and you want to apologize for being a touch sarcastic at Victrola?" It was so preposterous; she was on the verge of laughing.

"Well, I did come off a bit Humphreyesque, wouldn't you concur?" He said taking a sip of scotch.

Blair's smile vanished, "Fair enough."

Chuck was looking at her intently now. "In all seriousness though, I appreciate what you were trying to do for me tonight, but I couldn't let you do that to yourself."

"Do what to myself?" She blushed.

"It's painfully obvious, and I adore it." He said trying to take her hand.

She recoiled immediately, "What's obvious?" She was getting annoyed and a little frightened that he may know more than he let on. It's one thing if he could sense she was still holding her v-card, but she was trying to play the rest of her hand close to the chest.

Chuck was persistent and took her hand in spite of her protesting. "When it happens for you it will not be in the back of my limo. That scene has been done to death, and frankly, it's very '07."

"Be that as it may," she huffed "Are you saying that you do not want to pillage me? After all your talk of giving me the greatest pleasure of my life?"

He couldn't help but laugh. "Now you're being presumptuous. Who said I didn't want to? And who says we won't? I simply want your first time to be a bit less trite."

She laughed, "What's more cliché than sleeping with The Chuck Bass? Any way you slice it, I'm screwed."

Blair had a point, "Would you just give me a break tonight Waldorf? It's been a rough couple of decades."

She was about to dig in but thought the better of it.

"You know I tried to break into this place to see you." She said with a sly smile.

He smirked, "I know, I watched you do it and I admire your tenacity."

She shook her head, "Damn security cameras, I should have known you'd be watching."

Chuck laughed. "I really liked it when you wore the plaid skirt with the white knee socks. How you would bend over and…"

She cut him off, "You're demented Bass."

"I like to think so." He raised his glass to her. "But I probably would have come out of hiding a lot sooner had it not been for that skirt. I loved watching you squirm in it."

"Charming," she said downing her champagne.

A light wind blew in over the roof and gave Blair the chills. It was a mild night, but she was always cold. Chuck took a blanket out of a large oak armoire and joined her on the lounger. He lay behind her and wrapped her in the blanket. Hugging her tightly, the world felt right again. They lay there for some time in silence enjoying the moment. The moon was bright and the lights of the buildings were acting as stars. There was a scent of jasmine in the air and a feeling that all the world was coming back to life. Chuck and Blair were together again, and with that, spring could officially start. It had their permission.

"I'm sorry about Bart," she said finally.

He pulled her closer, "Thank you."

In that moment, Blair wanted to tell him everything. She wanted to come clean about the plot, the invention and, sigh, Brooklyn. But things were so good right now, they were perfect. What if she told him and he didn't love her back… like in her dream? No, she couldn't risk it. She could handle the embarrassment of being exposed as an Upper East Side imposter, but she was not willing to risk losing Chuck. Instead, she just lay there and basked in his warmth. Who said Chuck Bass was cold blooded? After awhile, he fell asleep. She had waited for this moment for so long, she was going to relish every second…she would not lose Chuck Bass to the plot, or sleep for that matter. She was determined to stay up all night. And so she did, making mental notes about everything around her. The way the night air smelled, the way the new leaves on the rooftop trees would blow when the slightest bit of wind hit them, the way his arms felt around her, the way the sky went from black to gray to orange. As the sun rose, she turned to Chuck and watched him sleep. She was so overwhelmed with emotion. She couldn't help it. She had only known him for a short time, but it might as well have been forever. Sure, she was from Brooklyn and he was a true Upper East Sider, but they were cut from the same cloth and they both knew it. Blair touched his face, "I love you Chuck Bass, always have, always will." She turned back over and sighed contently. And as for Chuck, well, if you looked closely, you could see a slight smirk forming as he continued to feign sleep.

XOXO


	13. Chapter 13

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 13: The Runaway Pride **

As Blair rode in the taxi on the way to Columbia, she thought of Chuck. He had been acting stranger than usual and she wondered if he had heard what she said…those three little words that change everything. But, he was asleep, she was sure of it. It was fine, everything was good. The plot and the invention were progressing nicely. She could have spent several more hours dissecting the Chuck situation, but tonight she had to keep her composure and focus on the mission at hand.

Blair was off to Columbia to test the invention. She had done a bit of research and found that the closest lab with an Anritsu Protocol Tester was on the Upper West Side at the "other" Ivy League school. Blair never considered Columbia all that prestigious compared to her beloved Yale, but it did have the eighty thousand dollar piece of equipment she needed.

When she arrived, the campus was dark. Good, this will be perfect, she thought. This wasn't her first breaking and entering operation, but it was risky. If she got caught here, there may not be a Humphrey or fairy godmother to bail her out. Blair approached the lab with great stealth. She was dressed in all black, because why not? It had worked in most of the movies she had seen, and it couldn't hurt. After watching some instructional YouTube videos on the subject, the lock was easy enough to pick. Plus, she was from Brooklyn; B&E's were practically in her blood. She approached the large wooden door and stuck her hair pin into the lock. With a few crafty turns of the wrist, the door clicked open. Victory!

She scurried through the hallway and into the lab. She had studied the floor plans and knew exactly where she was going. It would be best to limit her time on target, and being prepared was the best way to accomplish this. Blair entered the lab and spotted the Anritsu. Quickly, she hooked her phone up and started running the test. If this worked, there would never be a dropped call again. So far, so good. Everything was going so well.

Blair left her phone to work its magic and started to read a magazine. Quite frankly, this was easier than she had thought. Like taking candy from a Humphrey. While flipping through Harper's Bazaar, she laid eyes on a stunning dress. It was a pale pink number with a large rose on the hip…it looked like the one Eliza wore in the final scenes on _My Fair Lady_. She held the magazine up to get a closer look. After a few minutes of studying the gown, she lowered the mag to find Chuck Bass standing in front of her.

Startled, Blair screamed.

He stood there calmly as she tried to compose herself.

"Bass!" She shouted. "What the hell are you doing here?"

Before he could answer, she continued. "Well, I'm here doing my due diligence. I need a back-up school you know. What if, God forbid, Yale doesn't work out?"

"Blair, "He tried to continue.

She went on frantically. "Where will I be then, I ask you?" She was still in shock.

"Spare me Francois Villon, you'll be just fine and you know it." He said calmly.

"What's that supposed to mean?' She asked innocently.

Chuck moved in closer, "I'm not going to give you a lesson in French history because I know you are well versed on the subject. However, I must admit, your proficiency in imbedded firm ware was a bit of a surprise."

Great, Blair thought. The proverbial shit has hit the fan. Oh well, it was a nice plot while it lasted.

She tried one last ditch effort to save herself, "I know, I can imagine your shock when you found out a girl was good at applied mathematics and still had wit enough left over to quote Voltaire."

He smiled, "I think you're brilliant Blair. And I have the utmost respect for you and 'the invention' as you call it."

Blair hung her head, "So, let's hear it. How did you find me out?"

He tried to take her hand, but she pulled away. "Blair, I've had my Private Investigator on speed dial since I was 12."

"Of course, you have." She shook her head and avoided his eyes. "How long have you known?"

He lifted her chin so that she would look at him, "Since Humphrey's first day at St. Jude's."

"Holy Hell!" She blurted out. "So you mean to tell me you knew I was faking at the ball and the polo match and my party and on the rooftop?"

"I would like to think you weren't faking everything." He said looking her into the eyes. There was that electricity again. It had not gone away even though she had been transformed back into a regular old Brooklyn dodger.

She was humiliated none the less. How could Chuck Bass ever love a poor girl from Brooklyn? It was hopeless, everything was ruined.

Blair stood in the middle of the lab, arms folded not saying a word.

"I want to make you an offer Waldorf." Chuck said softly sensing she was fragile. "Your invention would be a perfect investment opportunity for Bass Industries. I'd like to buy it from you for say, a million, cash."

"Are you serious?" The fight in her was coming back. "Qualcomm is set to offer me 2.5 next week."

He smirked, there was the Blair he knew (and yes, loved, but that was a subject for another time).

"I'll give you three." He countered.

Her eyes lit up, "Plus royalties."

He reached out to shake her hand, "That's a deal Waldorf." Chuck had already had the contract drawn up.

"Very well then Bass, I'm sure you know my account number so just see to it that the money finds its way there." She shook his hand.

"Blair," he said dropping the business formality. "You know I don't care that you're from Brooklyn. You're tough, like Bart was…you're both self-made. What's not to respect about that?"

She cracked a half smile still not thoroughly convinced.

"Furthermore," he continued "You make me want to be a better liar."

Blair's face lit up, "Oh Chuck, I think that's the nicest thing anyone has ever said to me."

She was elated. What a relief, the man she loved finally knew her deep dark secret and didn't care. So what if he heard those three little words now? She had to tell him, to make sure he knew the whole truth.

Before she could muster the courage to say it, he chimed in. "Blair, now that Bass industries owns your invention, I'm going to have to go to Asia and pitch it to our potential investors."

She was excited. Her intellectual property was going worldwide. "Fantastic, then, I'll see you in a week or so."

He hung his head, "I'm afraid it doesn't work that way Blair. It's going to take several months to iron out the details."

"Well, that's dumb, don't go." She mumbled.

"What?" He asked.

"I said, I know." She tried to save face. "I know how these things work." She lied.

But then a sudden wave of courage washed over her. She was tired of pretending.

"Chuck Bass, I don't want you to go!" She said clearly.

Chuck moved closer, "And why should I stay?"

She took a deep breath, "Because I love you."

His head dropped and all the color ran from his face. She was so confident and beautiful and brilliant, she would only destroy him like his parents had. Blair would tire of him and then she would leave like the two people he had loved the most. He wanted to say it back with every fiber of his being, but there were more insidious forces at work inside him. Fear and pride were a powerful cocktail. They overtook him till he became drunk with this poisonous elixir.

"Well, that's too bad," he said in his stupor. "So long Blair."

Chuck fled leaving Blair alone in the lab. Of course, she thought, it was too good to be true. Chuck could never really love a girl from Brooklyn.

_**Spotted: Chuck Bass fleeing the scene of the crime. Poor Blair, looks like your soul mate has found himself a new cellmate. But don't worry B, Chuck's pride is no match for your skills. We hear the deck is stacked and you're holding his get out of jail free card. XOXO, Gossip Girl **_


	14. Chapter 14

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 14: "I Can Do Without You"**

Blair was tired of feeling sorry for herself; so when Serena suggested the Hampton's for the summer, she graciously accepted the invitation. Lily had a summer house; well why bother being modest, it was one of the largest mansions in East Hampton. This was the sort of place that if you couldn't be happy here, there was really no hope for you. The enormous gray stone mansion sat on three lush acres with an ocean view. The weather was divine, a balmy 75 degrees with light sea breezes. They had been there a week, and so far Blair only felt like reading. At the end of the day though, there were only so many times a person could read Jane Eyre.

"Come on B, at least sit by the pool with me." Serena said grabbing a towel.

Blair felt lethargic. It was difficult to turn the page let alone get off the couch and walk the twenty paces to the pool.

When Blair didn't respond, Serena grabbed her hand. She pulled her up quickly causing the book to fall to the ground.

"God S, violent much?" B pouted.

They sat on the lounge chairs in silence for a good ten minutes until Serena could no longer stand it.

"He has always done this." Serena said trying to look Blair in the eyes.

B was wearing dark Dior shades that were no help in masking her feelings.

"Who does what?" Blair asked annoyed.

Serena grabbed B's dark glasses and confiscated them.

"I know you miss him," Serena said looking at her friend "But he'll be back. He always comes back."

Blair folded her arms, "Yeah, well, maybe I don't want him to come back. What a fool I was to think Chuck was the earth and the sky."

"B, don't beat yourself up. You put yourself out there and that's commendable. It's hard for most people to be honest." Serena said trying to comfort her.

This made Blair feel even worse. Not only had Chuck left her, but she was still lying to Serena and Nate. She could say many bad things about Chuck right now, but he wasn't a snitch. He didn't say a word to anyone about "the plot". As far as Serena knew, her new BFF was a Blue Blood through and through. And for the moment, B had no choice but to keep up pretenses as she hadn't been accepted to Yale yet.

Blair shook her head, "Well, I can do without him."

Serena grinned, "I know you can, and there's nothing like The White Party to create a distraction in the mean time."

B finally cracked a small smile, "Well, I have wanted to show off my new Stella McCartney mini-dress."

For the first time in her life, Blair was rich. As promised, Chuck had transferred three million dollars into her bank account. When she first checked her balance, she was in shock; there were so many zeros. B had done it, and not through a gold digging expedition either. She had used her God given gift: her brain. And her beautiful mind, translated into beautiful things. After Chuck skipped town, she engaged in some intense retail therapy. She and Serena were fixtures at Bergdorf's for a solid month. But unfortunately for B, all the Dior in the world couldn't bring Chuck back.

The White Party was held at Grey Gardens, the former estate of the Beale's. By the late 70's the house lay in ruin, a mere ghost of its former self. Over the years, it had been restored to its original grandeur and now stood out as one of the swankest East Hampton estates. Just like the mansion, Blair was determined to reinvent herself...again. She began "the plot" as a strong independent young lady determined to forge her own path. She had indeed accomplished the goals she had set out to do. She managed to pass herself off as a Blue Blood, become Queen of Constance, and was on her way to achieving her ultimate goal: acceptance to Yale. The problem was, she didn't factor Chuck Bass into the equation. Sure, she figured she might have to string a few guys along to help "the plot", but she never considered that she would be the one to get strung along. Being a control freak, this did not bode well with Blair. To take back her independence, she would just have to make do without him.

As Serena and Blair waited for their gin and tonics at the bar, the party spread out before them. Ladies in white strolled through the ornate gardens whispering the latest gossip amongst each other. Cater waiters in black bow ties, served cucumber sandwiches and champagne on silver trays. The men sat in Adirondack chairs smoking fine cigars while discussing the market. Normally, B & S would have gone for the champ, but B insisted on something stronger. When the bartender handed them their drinks, B noticed her cocktail was garnished with a lime, and immediately thought of Chuck and Paris. He was probably there right now, with the blond and what's her name. He wasn't taking care of business, he was acting like the child he really was, she was sure of it. Well, she thought calmly looking around the lively party; we can all do without you.

As B & S mingled, they spotted a familiar face. Nate approached them looking chipper, "Ladies, I want you to meet my friend Jenny." He said allowing them room to shake hands.

Serena gave Nate a sly wink, "Nice to meet you Jenny, how do you know Nate?"

Jenny blushed and looked longingly at the golden boy, "We met at a fashion show in Brooklyn."

Serena grinned, "Wow, Nate after all these years, I never knew you were so into fashion."

"Well I'm not," He started to explain but thought the better of it after looking at Jenny. "But, my mom was doing this charity thing in Brooklyn, so I went along to lend my support and well, that's where I met Jenny. You guys have to see her clothes sometime; she's a really awesome designer."

Jenny's face got red, "Stop Nate, I'm sure Blair and Serena wouldn't be interested in my line. I'm no Stella." She said admiring B's dress. "But my stuff is going to be featured in another show this fall, and you're both totally invited."

Serena grabbed a glass of champagne from a passing silver tray and handed it to Jenny. "We'd love to come, right B?"

Blair rolled her eyes, "Well, I might have to get my shots before going to Brooklyn, but I suppose I could put in an appearance."

Truth be told, Blair was happy to see that Nate was finally moving on. For a few months after the polo match, he had been a permanent fixture on the "the street where she lived." It was getting old, and she felt bad for him. If going back to her home turf meant supporting Nate, then that's the least she could do. Unfortunately, for all parties involved, she could not deny her feelings for Chuck.

No matter what B did, she just couldn't seem to shake the thought of him. She excused herself and went to the bar for another round. The gin was not working. As she made her way across the lawn, her heel got stuck causing her to trip and land on her ass. Then, like something out of a storybook, a handsome young man stood over her.

"Allow me to help you up Miss," he said offering his hand.

Blair was hesitant, but she accepted, putting her hand in his. She was really going for that independent woman look tonight and playing the damsel in distress was not a good way to approach it.

"My name's Marcus," the man said watching her fix her dress.

"Blair Waldorf," she replied slightly dazed "Want a gin?" She had no desire to get to know this Marcus character.

"That would be delightful" he said following her to the bar like a lost dog.

Blair ordered the drinks as Marcus tried to gaze into her eyes.

"And no lime this time, got it!" She demanded.

The bartender complied and handed them their drinks. As soon as the cocktail was in Blair's hands, she downed the entire glass as if it were a shot. There, that was a little better, she thought.

"Another please," she winked at the bartender.

"Blair is anything the matter?" Marcus asked sounding concerned.

Blair looked him in the eyes and started to laugh. "You know, Marty, I happen to know an imposter when I meet one, so you can come clean with me."

Marcus looked bewildered. "I'm sorry Blair, I don't know what you are talking about, and my name is Marcus."

She put her hands on his shoulders, "That's nice Marty, but all I know is your accent is terrible. I think you're trying to be a New Yorker, but you sound more like you're from one of those flyover states."

He looked at her perplex. She was drunk.

Blair continued, "So, that's it. You're from the Midwest. You've come to New York to pass yourself off as a rich gentlemen in the hope of snagging a socialite. Well, good luck with that Marty. They'll only break your heart."

Marcus began to get hot under the collar. He squirmed a bit as she continued on with her drunken rant.

"Blair, I," he paused. "I'm sorry, you are right. I wasn't being honest with you."

He went from bumpkin to Brit in 2.5 seconds.

"I'm from England and I am a Lord." He said with a glimmer of hope.

Blair through her head back and laughed hysterically. "OMG, Marty, that British accent is even worse than the other."

"No, really Blair, I'm a royal." He said trying to take her hand. "And I'd like to see you again."

She pulled away quickly, "I'll wave to you the next time I'm flying over Omaha, Marty."

Blair ordered another gin and went off to find Serena as Marcus' mother, Lady of something or other, joined him at the bar.

As she sauntered back to the party, Blair looked at Marcus one last time. Prince or Midwestern pauper, she could do without him too.

XOXO


	15. Chapter 15

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

_Thanks to Chrissie Hynde and The Pretenders for the title of this chapter._

**Chapter 15: Mystery Achievement **

As summer gave way to fall, senior year commenced. It is here we find our Queen Bee reigning from her throne on the steps of the Met. Donning a gold headband, B looked regal… from a distance. If one were to look closely, however, it was clear to see that her crown was slightly crooked. Between the anticipation of Yale, the guilt of lying to her friends and the longing for Chuck, her life had become a royal pain.

"Want to go to Bendel's after school today?" Serena asked taking the last bite of her yogurt.

Blair sighed, "I probably shouldn't. You remember, we've got that fashion show in Brooklyn tonight, and I need to get some homework done beforehand."

Serena frowned, "That's right, Little J's show is tonight. I totally spaced." She smacked her forehead, "Ah, I'm a horrible friend."

"Serena," Blair said thinking of "the plot", "There are worse things."

Blair finished her yogurt and tried to straighten her headband.

"I'll see you in Brooklyn tonight," B said descending the steps. "Better bring your mace, I hear there are some unsavory characters on the other side of the bridge."

Serena laughed, but B remained deadpan…she was referring to herself.

Blair lay on the couch in the loft thinking about "the plot" and Chuck. All summer she had been cursing him for leaving, but was she really any better than our Dark Knight? True, he may have been prideful and cowardly, but at least he wasn't phony. With Chuck, you knew what you were getting. With her, well, obviously not so much. In all fairness, Blair never thought she would become such good friends with Nate and Serena. They were so cool and trusting, and she was nothing more than a cheap imposter. She came to the epiphany that maybe Chuck shouldn't love her…not because she was from Brooklyn, but because deep down she was nothing more than a coward. He must have hated that about himself, and he could sense that character flaw in her too.

She fought back the tears as Dan walked in with a large envelope.

"Blair Waldorf," Dan said beaming.

Blair threw a pillow over her face to hide her eyes, "Yeah, who wants to know?"

"Yale," he said handing her the envelope.

She didn't have to open it; everyone knew what a fat envelope meant.

"Congratulations!" He bowed. "It looks like it's Yale to the Queen. All your plotting and scheming has worked." Dan said with only the slightest bit of sarcasm. "Apparently, you can't keep a bad girl down. Seriously though, I'm happy for you."

Blair lay on the couch gathering her thoughts. All at once the plot had become fuzzy. What was the point of this elaborate ruse?

"Naturally, I never doubted this day would come," she finally said.

Dan was a bit surprised by her reaction, "Well, you don't seem all that psyched."

Blair's face grew stony, "Nonsense, I'm so happy, I could cry!" Somehow, the victory felt sour.

The fashion show couldn't have come at a better time. She needed to get away from the loft and herself for awhile. As Blair was on her way to the venue, Serena called to say she might not make it…something mysterious was going down with Lily or her dad, she wouldn't say. When Blair tried to ask, Serena brushed her off. Oh well, at least she wasn't the only one with secrets.

The venue where the show was being held was pretty swank…for Brooklyn. Catwalks had been set up in the middle of an ancient brick building and the lighting was refreshingly contemporary. Vibrant orange hues gave the room a modern glow. Blair grabbed a drink and took a seat next to Nate in the front row.

"Hey! Glad you could make it," he said handing her a program.

Blair smiled, "I wouldn't trade this experience for all the patchouli in Brooklyn."

The lights dimmed and the show began. The first set of models came out wearing some of the most interesting designs Blair had seen in awhile. Little J's line was a bit of an enigma. It was like prep school had a torrid affair with punk and still managed to remain sophisticated. It was edgy and irreverent. While she may not have been able to pull it off, it was very Serena. Everything worn by the models would look stunning on S…but then again, what didn't look good on SVDW?

"This stuff reminds me of Serena," Nate said turning to Blair.

Blair laughed, "Great minds Archibald, great minds."

When the show was over, Blair and Nate went backstage to congratulate Jenny. Her line was a hit and B, feeling rather generous, bought five pieces for Serena. Little J was overwhelmed by the outpouring of support. And to think, a poor girl from Brooklyn was getting a toehold on the Upper East Side… without having to rock counterfeit Christian Louboutin's.

"You ladies want to celebrate?" Nate asked his beautiful companions.

Jenny shook her head, but was still glowing, "Ah, I can't. I gotta stay and sew up some lose ends. What can I say, I'm fashion's slave."

Nate laughed and gave her a kiss on the cheek. "I'll call you later."

"Great!" Little J said blushing.

N & B headed for the exit.

"And what about you?" Nate asked as they walked out into the mild fall night. "Wanna hang?"

Blair shrugged, "What did you have in mind?"

"I dunno," Nate said "Maybe get some fresh air."

Blair was a bit puzzled at first, "Um, I thought that's what we're doing."

Nate grinned pulling out a joint. "No, I mean, fresh air."

She laughed; she had never smoked out before. But, given her dark feelings, she figured there was no time like the present.

"Fine," she agreed. "But if you are going to get all 'Golden Boyz in the Hood' on me, then we might as well get 40's."

Nate burst out laughing. "How the hell do you know what a 40 is?"

"Duh, we do get cable in the penthouse you know." She said trying not to let on too much about her Brooklyn breeding. The truth was, she had grown up watching homeboys guzzle malt liquor on her front stoop.

"Sounds good," Nate agreed "As long as they are in brown paper bags, then I'm cool with it. We've got to keep up appearances, you know."

Blair sighed, "Yup." This guilt thing had to stop. Enough "Tell Tale Heart", she needed a liquor store-stat. Lucky for her, she knew just where to find one. She had grown up next to the Lisson Grove market, where she would buy candy as a kid. While she was not on a first name basis with the owner, he had watched her grow up. She wasn't too concerned about him recognizing her, as she hadn't been back in over a year.

"Come on, I know this hood." She said trying to overdo the gangster thing. "There's a liquor store around the corner."

"And how do you know that?" He was curious to hear her response.

Blair was back on her game. As she led Nate to the corner store, she was feeling more and more confident. "I was out here last summer doing the most vile charity work for some food bank, when low and behold the ladies and I ran out of Dom. I was tasked to do an emergency champ. run, and I found this lovely bodega." She said entering the store with Nate. "Unfortunately, all they had was Moet, so we had to make do."

B & N grabbed their Olde English 800's and made their way to the counter. The man at the register immediately looked at Blair funny. Oh no, she thought, maybe I was a bit too presumptuous.

"Do I know you?" He asked looking her up and down.

She was cloaked in Alberta Ferretti and wore her hair up in a sophisticated bun… UES camouflage.

Seeing this, the clerk quickly changed his tune. "No, that would be silly. A girl like you in this neighborhood."

"Preposterous indeed," she said grabbing her brown bag and heading for the door.

Nate and Blair strolled along the promenade looking out at the city. Nate lit the joint, taking the first hit. She watched him closely to get an idea of how it was done. He made it look so easy. When it was her turn, she held the blunt for a moment examining it. Slowly, she put it to her lips and inhaled. Within seconds, she was choking.

"My God Archibald," she said, tears running down her face. "You actually like this?"

"Well, it gets easier, trust me," Nate said, patting her on the back "But, I get it if it's not your thing."

Blair wiped her eyes, "Yeah, I think I'll stick to the Old E, thank you very much."

They continued to walk and she did feel her body getting a bit lighter. Maybe weed wasn't so bad after all. Wait, what was she thinking! In the past summer, she had ladled gin down her throat faster than Alfred P. Doolittle had at his own wedding. And now she was becoming a pot head! This had to stop, she thought, and it will…tomorrow.

For the moment, B & N sat on a bench and gazed out at Manhattan.

"You know, ghetto tradition dictates that we pour a sip of our 40's onto the sidewalk for all of our homies who are no longer with us." She said tipping her bag.

"Like Bart?" he asked.

"Exactly, and The Captain," she said gently, trying to be careful not to offend him "It also applies to those who are doing time."

Nate smiled a little, "Well, I'll pour to that." He said tipping his bottle.

"And I suppose we could include Chuck as well," he said gently, trying to be careful not to offend her.

Blair looked down, "I suppose," she said, pouring half the bottle onto the sidewalk.

Nate followed suit, "I miss him too Blair."

She had to change the subject to keep from crying. "So, guess who got into Yale."

Blair wanted to be happy, she really did. All her dreams were coming true. She was a self-made million heiress and was going to Yale. She had accomplished her lifelong goal, and knew her parents would be proud. But true fulfillment, the type she was aiming to achieve, remained elusive. "The plot" was coming to a close now, and the fairytale ending was slipping through her hands. Back seats of limos were only fun when you had someone to share them with…even if it was so '07. For now, it looked like she'd be riding off into the sunset alone.

_**Spotted: Blair Waldorf's fairytale going up in smoke. But I wouldn't worry B, they say it's always darkest before the dawn. **_


	16. Chapter 16

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

_The title of this chapter was inspired by the song Season of Love. Thanks Shiny Toy Guns! _

**Chapter 16: Love, Love, Love**

Dawn was breaking over Manhattan, and the world was coming back to life. It was finally spring again. It had been a harsh fall and an unbearable winter, hardly worth mentioning. Blair muddled through the best way she knew how; she had become Ice Queen of the UES. She ruled with an iron fist causing her minions to shiver at the mere sight of her. Keeping her secret from Serena and Nate had only depressed her more, but she just couldn't muster the courage to tell them. After losing Chuck, she wasn't willing to lose them too. And so, she took her fury out on anyone who crossed her path.

As the sun warmed the city, soft light filtered through Central Park causing the trees to sparkle like emeralds. Blair threw open the curtains in the Van der Woodsen penthouse and let the light wash over her. Her icy heart was thawing. Perhaps, she thought, it was time to come clean.

Blair joined Serena in her room. She lifted the down comforter and climbed underneath. It was warm and cozy. She felt safe here; it felt like home.

"Hey B, you're up early," Serena said in a groggy voice.

Blair's stomach turned, she hadn't been this nervous since the last time she saw Chuck. Good thing she was lying down as she was feeling rather lightheaded.

Serena slowly opened her eyes, "What's wrong?" She asked after seeing Blair's countenance.

Blair swallowed hard, "I've got to tell you something S, something pretty major."

"Okay?" S said sitting up.

"This is really hard for me. And before I go on, I just want to tell you how much I've come to care for you, not just as a friend, but more like a sister." Blair paused.

Serena was getting anxious, "B, what is it?"

Blair hung her head, "I'm not who you think I am."

Serena smiled, "You mean you're not the plotting, scheming, ice Queen we thought you were?"

Blair rolled her eyes, "Well yes, that part is truer than I care to admit. But Serena, I haven't been honest with you about where I came from. Not only have that, I kinda lived with Dan Humphrey."

"WHAT!" Serena almost fell off the bed. "You mean you and Dan are…"

"Oh gross (no offense), but God no!" Blair shouted.

"Well, then I'm sure you have a really great explanation." Serena said sounding agitated.

Blair began with a whisper, "I don't know how great it is, but I want to tell you everything."

"Please do." Serena said folding her arms.

Blair bit her lip and started from the beginning. "Well, it all began with a plot. My parents had passed away, and I was all alone. You see, S, I was poor and what's worse, from Brooklyn."

Serena's eyes widened as Blair went on.

"My mom and dad always wanted more for me than what they could provide. They really wanted me to go to a good school. Yale had been my dad's dream for me, and when he passed away, I knew I had to pursue it. I didn't think I could get in being a nobody from Brooklyn, so I came up with the plot. You remember _My Fair Lady_, right?"

Serena nodded her head.

"Well, I'm Eliza Doolittle."

"And Dan is your Henry Higgins," Serena shook her head.

Blair was getting frustrated, "No! There could only be one person for that role, and Dan is definitely not it!"

"So what then Blair? How is it that you live with him?" Serena said walking over to the window.

"Our fathers were friends, and Rufus let me live with them in their loft after my parents died." Blair said frantically, trying to hold onto Serena for as long as she could.

S opened the curtains and looked out onto the park. "Well, that explains why Dan never invited me to Brooklyn. I thought he was embarrassed of me and didn't want me to meet his dad."

"Of course not S, Dan loves you very much. And he only lied to you to protect me. I'll never admit this to him, but he's done a lot for me," Blair said looking down at the comforter. "He's like my brother."

"I see, and what about 'your' Park Avenue penthouse?" Serena asked.

Blair smiled a little, "Well, Dan was working for Countess Balfor, and I just kinda took over while she was away. She happened to come home early and caught me red handed."

"Oh my God!" S exclaimed "What did she do?"

Blair smirked, "She helped me plan my party."

Serena shook her head and couldn't help but laugh.

After a moment, Serena came back to sit on the bed. "And where did you get the money to go to Constance?"

B looked her in the eyes, "Well, my parents had a small life insurance policy and when that ran out, I thought I'd just marry Chuck Bass."

They girls started laughing hysterically until tears began streaming down their faces.

Blair finally composed herself, and her expression became serious.

"My plot only included marriage; I hadn't planned on the whole love part." B said blushing. After all this time, the mere thought of him still did funny things to her.

"Yeah so," Blair continued, "Because I couldn't use Chuck, I had to use my noodle to come up with the rest of the cash."

"So what did you do?" Serena asked leaning in towards Blair.

Blair smiled, "I developed a noise mitigation algorithm that reduces RF nulls in urban canyons."

"What?" Serena asked on the verge of laughing again.

"I invented a thingy that makes your cell phone work better in the city." Blair broke it down.

"Nice B!" Serena exclaimed. "I always knew you were smart, but wow! Look at the big brain on you. So, did you sell it to like Verizon or something?"

B grinned, "I was getting ready to sell it to Qualcomm, they had made me a generous offer and everything, and as I was doing my testing, Chuck kinda busted me."

"Huh?" S gave her that WTF look.

"Yeah well, I sorta had to break into Columbia's labs one night to do my testing. You see, they are the only ones with an Anritsu Protocol Tester…." She noticed that S was still giving her the look. "Never mind, the bottom line is, Chuck knew all about my plot and my invention and everything about me. He caught me before I sold the thing. He made me a better offer and then he left to supposedly pitch it to investors in Asia."

"So that's why he left this time." S said. "Makes sense."

"Well that's what he said," Blair continued, "But I find it a strange coincidence that he bolted the minute I told him I loved him."

"That makes even more sense." Serena agreed.

Blair looked down, "So that's pretty much it. I was scared to tell you because I didn't want to lose you too. Do you hate me?"

Serena looked at Blair for a moment trying to hold back her tears. She reached across the bed and grabbed Blair's hand, "B, you may have been born in Brooklyn, but with that story, you are as Upper East Sider as they come. Let's face it, you're one of us." The girls hugged, "I love you B." Serena whispered.

"I love you too S." Blair smiled, fighting back the tears.

"Come on, let's go get some fresh air" Serena said throwing the covers off Blair.

"Shouldn't we dress first?" Blair asked starting to laugh when she realized Serena was throwing caution to the wind.

The girls were still in their silk pajamas, but who had time to dress when there weather was this good.

They threw on their Bensoni overcoats and bolted out the door. The crisp spring air hit them as they ran across the street and into the park. The morning air was still a little chilly, so they decided to walk in the sun.

"OMG Blair, Serena shook her head, "that plot of yours is just so… you."

Blair smiled, "I like to think it's vintage me. It seems it may be time to update my style a bit."

"As long as you don't change too much B," Serena began, "Brooklyn or not, you're still the girl we know and love."

Blair looked up at the sky that was already a deep blue, "Yeah, well, I'm afraid to tell Nate. He'll probably write me off, no?"

"Blair, be serious," Serena smiled, "Nate loves you."

"Huh?" B's stomach dropped thinking of the Freddy Eynsford-Hill act he pulled when they first met.

Serena laughed, "Not in a weird way, silly. He loves you as a friend. He says you guys really bonded at the 'after party' for Jenny's fashion show."

B smiled thinking of that night, "Yes, we did 'hash' some things out."

They giggled as they threw themselves down on the grass. They lay back and closed their eyes letting the sun warm their faces. The birds chirped and in unison, their phones buzzed.

_**OMFG, Rise and shine Upper East Siders, have I got news for you. Spotted: Charles Bass on the Charles Bridge. Thanks for finally Czeching in Chuck. We thought you had fallen off the face of the earth for good this time. And because you're not talking, we'll brief you. Looks like your former Queen has become a lady in waiting. Better hurry home before she makes a royal mistake and moves on. The Palace walls have been left unguarded and there could be trouble. We miss our knight in slightly tarnished armor. Come home Chuck Bass. That is, if you even remember you had a kingdom to begin with. XOXO, Gossip Girl **_

Blair and Serena looked at each other.

"OMG," S beamed, "This is great news B, Chuck will be home soon."

Blair shook her head, "Yeah maybe, but how do I know he'll even care to see me again. And lady in waiting! Gross."

Serena grinned, "Well, you are kinda from Brooklyn, remember?"

Blair rolled her eyes, "Yes, but shockingly Gossip Girl doesn't know that, and it makes me look pathetic. Like I've been pining over Chuck while lying around idly drinking gin and dabbling in gateway drugs."

"Well haven't you?" Serena asked raising an eye brow.

"That's so beside the point S." Blair said starting to pull large clumps of grass out from the root. "What do you bet he's met someone over there in Prague. I bet that's why it took him so long to come home."

"I doubt it," Serena said looking up at the sky, "It's not like Chuck to get tied down by anyone."

Blair was really doing a number on the grass now, "No, that's it. After fleeing the scene of my crime, he took off to Prague where he engaged in all sorts of debauchery to try and forget I ever existed. Then, one night, while in a brothel, he meets a hooker with a heart of gold and falls madly in love."

"BLAIR!" Serena shouted trying not to laugh.

"I know," Blair sighed, "It's so cliché. Like we haven't heard that story before."

Serena gave up protesting and settled in for the rest of the outlandish storytelling.

"So, this stupid hooker he loves is probably all blond and cute and is just so very, very good." Blair continued her story as she murdered the grass. "He loves her because she's nothing like me… or him. He wants to change, to be a better person, blah, blah, blah…"

"Well, is that such a bad thing?" S egged her on, "I'm mean, weren't you just talking about turning over a new leaf, you know, updating your style?"

B rolled her eyes, "Um, I was thinking more along the lines of a new Louis Vuitton bag or some Chanel."

"Why do I even bother!" S said laughing.

"God S, you sound just like Humphrey." Blair looked at her annoyed, "You two were made for each other, no offense."

"None taken," S said grinning. It was a beautiful day and there was no sense fighting with her BFF. She loved Blair no matter what borough she had crawled out of and nothing was going to change that.

Two days had passed since the Gossip Girl blast and Blair was on red alert. She held her breath waiting for the inevitable news of Chuck and his hooker. She staked out The Palace in case he was to bring her home. She wanted to see this strumpet with her own eyes. Tired of pounding the pavement, Blair got a brilliant idea. She would go to the rooftop and watch as they made their grand entrance. The elevated location would make for an impressive tactical ambush.

The roof was just as she remembered. It hurt being there again; it was like everything was frozen in time. She spotted the lounger, where they had not fallen asleep together. She sat down and closed her eyes recalling how it smelt like spring that night. How his arms felt warm wrapped around her tightly. How he smelled of scotch and arrogance and love. How the night was mild and her phone buzzed. HER PHONE BUZZED!

_**Spotted: Chuck Bass in Paris. What the France? **_

"That's it?" Blair shouted. She was on edge. How could Gossip Girl miss the most crucial and damning piece of evidence? Maybe he wasn't with the hooker after all. That would be a really stupid, completely predictable, horribly unimaginative plot twist. No, it must be something entirely different. If it wasn't the hooker with the heart of gold, then Blair bet he had turned back into a polygamist. While in France, he met up with Madison and the blond. They rekindled their love affair and were on the red eye to Utah this very minute. She had a momentary lapse of judgment and thought she might meet them in Salt Lake to stop the wedding, but that would mean having to step foot in Utah. Oy vey, she needed a drink or a gateway drug.

On day four of Bass watch, Blair moved her command center to the Countesses' penthouse. She needed to get some sleep but didn't want to be too far from The Palace. He could arrive at any minute with the harem and she was going to be there to greet him. The Countess was in Boca for the week, but Blair had a key…not that a key had ever stood in her way, but it was still nice to know she was loved. She had just laid her head on the most comfortable pillow ever, when…her phone buzzed.

_**Spotted: Chuck Bass on a foggy day in London town. How's that for a British invasion? **_

Great, Blair thought, how could she sleep at a time like this? London was just seven hours away via G6. She had to get moving if she was going to meet Chuck and the dream girl he picked up in London. Of course, it was all so clear to her now. Chuck Bass would never end up with a hooker or a match set, he was destined to be with a strong business woman from a good family. Now, here was some stiff competition. Sure, Blair was a genius and one of the Nouveau Riche, but no matter how you sliced it, she was still from Brooklyn. Yes, this new girl had it all-looks, generational wealth and probably a regal name, maybe something like Reina. How pretentious, Blair thought as she bolted out of the penthouse. She walked swiftly down Park piecing together Chuck's latest love affair. So, Reina was on business trip in London. Her family more than likely owned a hotel just like the Basses, how cute. They were looking to expand to an international market, and low and behold she was sent to London. Where, conveniently, she meets Chuck at a pub and they bond over their mutual love for mergers and acquisitions. Oh and what's this, they both have daddy issues? It was meant to be. She was sure the day he spent getting to know Reina would always be sacred to him. Blair hopped in the first taxi she spotted and tipped the driver a hundred bucks to put a rush on it. She had to get to Bergdorf's and fast. A foreign Queen was about to invade The Palace, and she had to be dressed to kill. Blair Waldorf was not going down without a fight.

Blair raced through Bergdorf's and dashed straight to the Bridal section. She didn't need a gown, but her fairy godmother could really come in handy at a time like this. She ran to the counter and was greeted by a young woman who was no more than 20. "Miss, I really need to find the woman who was working here the fall before last." Blair pleaded frantically, "She's a short, old woman, kind of looks like a fairy godmother."

"Yes Miss, I know who you are speaking of, she was transferred to the third floor." The clerk said politely.

Blair thanked the girl and ran for the stairs. By the time she reached the third floor, she was out of breath. B stopped for a second, but had to press on. She hadn't a moment to lose. And then, from across the room, Blair spotted her. Sitting under a faux cherry blossom tree was her fairy godmother. Blair was so excited to see her that she immediately ran up and gave her a hug.

The old woman smiled unfazed by Blair's frantic enthusiasm, "I've been expecting you my dear."

Blair smiled, "Well then, work your magic fairy godmother, I have a Queen to take down and a Bass to catch."

"Very well," the old woman said calmly slipping behind a curtain.

Five excruciating minutes later, her fairy godmother returned with the following items: One Milly Mini Beaded Cardigan in mustard, a DavidSzeto Gold Bow Top, Pour La Victoire Leather sandals in yellow, a Jennifer Behr Gold Knot Headband, a Stuart Weitzman Clutch Shoulder bag, and THE Nanette Lepore Ferry Boat Coat in green.

"It's the perfect outfit," Blair said hugging the old woman.

Without wasting any time, she dashed into the dressing room and suited up for the epic battle.

She appeared a few minutes later, and asked the old woman what she thought of the outfit now that she was rocking it.

Great joy washed over her godmother's face, "It's beautiful, now go get your young man!"

Blair thanked her again and ran for the door.

Naturally, the traffic was horrible, and it was taking even longer than usual to get through Midtown. A few blocks from The Palace Blair decided it would be faster to walk the rest of the way. She paid the fare and stepped out of the taxi looking like the goddess of spring. Her hair had an extra bounce to it and her cheeks held a certain glow. She wasn't sure if it was the thrill of love or the excitement of going into battle that gave her that extra sparkle…but then again, with Chuck, love and war were one in the same.

Her Pour La Victoire heels were very uncomfortable, but she pressed on at a break neck speed. The Palace was insight now and she was determined to get there before Chuck and his entourage. As she raced down the sidewalk, she was suddenly stopped in her tracks. There, leaning up against the limo with a smirk on his face was Chuck Bass. He looked as arrogant as ever. God, she loved him. She took a deep breath and slowly walked toward him.

"Waldorf," he said stepping onto the sidewalk.

"Bass," Blair returned coolly.

They stared at each other for a moment letting that old electricity work its magic the way it always had with them.

Breaking the spell, Blair got down to business. "So, where are they?"

He was puzzled, " To whom are you referring, Blair?"

She sneered at him, "You know: the hooker, Madison, the blond, some broad named Reina..."

Chuck's smirk grew wider, "You're more delusional than Dashiell let on."

"Who's Dashiell?" B asked getting annoyed.

"My PI, naturally" His reply was deadpan.

"Chuck Bass!" Blair shouted, "Have you been stalking me the entire time you've been gone?"

"Do you really have to ask?" Chuck said trying not to laugh at her histrionics.

While Blair found Chuck's stalking utterly romantic, she was not going to let up on her interrogation.

Blair continued, "I'm sure you had a pleasant time in Europe and where ever else you've been collecting your menagerie of dubious woman and sexually transmitted diseases."

"I had a fine time," Chuck scoffed, "but if you'd let me speak, I could clear up the gross misconceptions you clearly have of my trip."

"Fine," Blair said stomping her heel on the sidewalk, "Where the hell have you been for the last twelve months, four days, eight hours and…" She looked at her watch, "thirty-eight minutes?"

Chuck shook his head and smiled. It was nice to know he was loved. Sure, Dashiell was keeping tabs on Blair, but there was nothing like seeing her face to reassure him that she still loved him.

"It's like I told you, Blair" Chuck said in earnest, "I was in Asia getting investors and promoting your invention."

Blair fired back, "Don't you find it ironic Bass that I create an algorithm which allows for a better cell experience and you can't pick up a phone and call me?"

She always was a clever girl. "Blair please, I had to focus on the business. I was doing it for us, for our future."

"Our future consists of me berating you for the next ten minutes followed by a lifetime of distain…if you're lucky!" Blair yelled. What a crock, she thought, but Asia wasn't the only thing on her mind. "So then, how do you explain Europe? We all got the Gossip Girl blasts…'spotted Chuck Bass in Prague, Chuck Bass in Paris, Chuck Bass and something about a British invasion…"

In her fit of rage, she hardly noticed the packages he was carrying.

He smirked, "Well, in Prague, I was getting a piece of the Charles bridge for you." He said handing her a gold box. "Since you have yet to see the world, I wanted to bring the world to you."

Her face softened a bit, "And from London?"

"Dried flowers from Primrose Hill," he said moving closer to her.

She bit her lower lip, "And Paris?"

"Limes from the Sorbonne, of course." He whispered handing her the last package.

"Oh Chuck!" She sighed having a momentary lapse of judgment. She wanted to grab him and kiss him and tell him she was madly in love with him. But, he had not said it back; she had to remain strong.

"And there is one more thing…" Chuck said with that old glorious smirk.

This was it; he was finally going to say those three little words. All of her waiting and longing and hoping were going to mean something after all.

Chuck reached into his jacket and pulled out an envelope.

Oh a poem, how nice, she thought. He was going to express his undying love for her with a romantic sonnet.

She opened the envelope to find something far more astonishing than she could have ever dreamed of. Instead of the love note, there in all its wondrous glory inside the small package lay the most romantic gesture she had ever seen. If a big, fat royalty check didn't scream love, then she didn't know what did. However, she had still not heard the words from him, and until she did, they had no future.

"Well Chuck, this is a lovely check," She said in all sincerity. "But I've come to realize that money cannot buy happiness."

"Yes, this is true," he replied, "but it shouldn't be cause for depression either."

He had a point.

Blair looked down at the sidewalk, "That's not the point." She said in a low voice, "Good day Chuck."

He grabbed her by the arm, "You're staying with me at The Palace."

Blair scoffed, "And why should I? How do I know you won't just vanish in the middle of the night leaving me alone again for the next year, four days, eight hours and…she looked down at her watch, "fifty minutes?"

"You can trust me this time." He said looking her in the eyes.

Blair held his gaze, "I want to believe you, but you've hurt me too badly."

"I was a coward running away, but everywhere I went, you caught up with me." Chuck's face showed genuine remorse, "You can believe me this time."

"Oh, that's it?" She said pulling away from him.

Chuck smirked, and there was a slight pause as they looked at each other, "I love you too."

Magic ensued, and on the breeze a lovely tune swept over the city.

"But can you say it again? No really, say it again…"

In that moment, in front of The Palace, it was Chuck and Blair, Blair and Chuck once again. And as they kissed, a light wind blew through the trees causing the leaves to flutter and sparkle like a thousand emeralds.

_**Holy Smokes Batman, it looks like our Dark Knight is in it for the win. Ah, young love, love, love. It's that season again when icy hearts melt and true feelings are finally revealed. You know you love me. XOXO, Gossip Girl **_


	17. Chapter 17

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

_A/(Side)N: I'm getting nervous about the GG finale. What's to become of Chair? I'm afraid it's not looking good for us. Ah well, I guess that's why we have fanfic. Here's to darker knights ahead. In the meantime, back to "the plot." _

**Chapter 17: Deflowered **

It was the height of spring and the flowers were in full bloom on the Upper East Side. The trees held their emerald sparkle and city remained alive. Somewhere between Park Avenue and East 86th Street Chuck and Blair rode in the limo on their way to school.

Blair had been staying with the Countess as the penthouse was closer to Constance and The Palace. Now that Chuck was finally back, being on the Upper East Side felt right to Blair. She wanted to be close to him, but still keep her distance. She wasn't quite ready to let him forget that he had disappeared for a year. An entire year! Only Chuck Bass would be arrogant enough to think she would wait for him…even though she had.

Blair looked out the window while staying as far away from Chuck as she could. The more she thought about his disappearing act, the more aggravated she got.

"Blair, how many times do I have to tell you, there wasn't any hooker with a heart of gold," Chuck said trying to take her hand. "If they had any heart at all, they wouldn't have charged as much as they did."

They had been sparring for the entire week he had been back. The love, love, love quickly gave way to fits of jealously, bouts of rage, and heightened Chuck and Blair repartee. It was truly loverly.

Blair remained silent.

"And besides," Chuck continued, "How do I know that you and Humphrey didn't slip away while Dashiell wasn't looking? God only knows what kind of dastardly acts occur in Brooklyn."

Blair tried not to vomit in her mouth, "Chuck Bass, you repulse me."

Hearing her say this made him smile inside. He finally felt alive again.

"Let's go to Paris," he said putting his hand on her bare leg. It was only 7:30am and he already smelled like expensive scotch. "Right now," he whispered in her ear.

She fought off the electricity that shot through her body, "Um, you know there is still a month of school left before graduation!" Blair said trying not to smile.

Chuck smirked, "Actually, I wasn't aware of that, but who cares? You already got into Yale."

Blair removed his hand and tried to cover as much of her leg as she could with her skirt. "That's not the point. I'm Queen, I have minions to rule and appearances need to be upheld. Just because you and a select group of people know about the plot, doesn't mean I can let my guard down. Plus, I need to maintain my pristine academic record. At this point, I need to think of my legacy at Constance."

"I can respect legacy," Chuck said putting his arm around her, "But in one day you will not be ousted from your throne. And I'll buy it back should there be a coup d'état. We're skipping school today."

Before she could protest, he called up to the driver to pass Constance.

Blair rolled her eyes, "I may not be dethroned, but I do have a physics test this afternoon."

"All the more reason to ditch," he said sincerely. "Aren't you the girl who invented the noise mitigation device that made Bass industries ten billion dollars? Why would you need to prove yourself any further?"

Blair beamed, "Well Mr. Kaku does think I'm a genius. You know, he was asking for my advice on this M theory thing he is working with?"

"I don't doubt it Blair," Chuck said sounding bored. He knew she was a genius; she didn't have anything more to prove to him.

"So, like I said," Chuck leaned over the seat to kiss her, "Let's not be bothered with school today…or with clothes."

Chuck reached into his mobile bar and pulled out a chilled bottle of Dom.

"Chuck Bass!" Blair shouted, "Have you been planning this?"

"All my life," he whispered. Unlike Humphrey, there was no sarcasm when Chuck said things. "However, I always have a chilled bottle of Dom in the limo. Becoming notorious doesn't happen by accident, one must be prepared for debauchery at all times," he said popping the bottle.

"You're like a sociopathic boy scout," Blair blushed. She was so proud that she could finally call Chuck Bass her own.

"But Bass, I thought you said you didn't want me to go out like this." She said scowling.

She was infuriated with him; hence the mood couldn't have been more perfect. "What about your gallant speech about the limo being trite? Remember, it's so '07? Are you saying I'm just one of your cheap whores?"

"Not at all Waldorf," he smirked. "Why don't we think of it as vintage '07? It was a very good year. It harkens back to the days when being rotten really meant something."

Despite his sweet talk, Blair refused to give in without a fight.

She pouted pretending to be horribly put off by his presence. She cursed him, telling him she would never forgive him for leaving her. She insisted he drop her off at school and that he not speak to her again… ever. She told him in no uncertain terms that if she were to never see him again, it would be too soon. There was something about hell, eternal damnation, loathing and undying distain. Ah, what was she going to say? The man she loved was back, and they were inevitable.

Two hours and one hundred city blocks later, Blair Waldorf laid back and enjoyed the ride.

XOXO


	18. Chapter 18

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

_Thanks to Irving Berlin for your awesomeness and the inspiration for the title of this chapter. _

_A/N: Only two more chapters to go 'til the curtain falls. Happy Friday everyone!_

**Chapter 18: Let's Face the Music and France**

Had Blair known _it _could be this good, she just might have attacked Chuck sooner. The ditch day had turned into five and without her even realizing it, she became an UES captive. It seemed our Queen B had forgotten all about minions and physics and remained behind The Palace walls holed up with the love of her life. A lot can change in five days. Fortunes are won and lost. Empires topple, new alliances form, lifelong friends become sworn enemies…and that is just during one afternoon on the Upper East Side. But, it was easy to drown out the world when you were in bed with Chuck Bass. On day six, it finally occurred to Blair that there was life beyond Chuck's down comforter. She could hear taxis and sirens and the city outside now for the first time in days.

"And where do you think you're going?" Chuck asked slyly pulling her back into bed.

Blair smiled. She had not been this happy…ever. "Chuck, don't you think it's time we go somewhere?"

Chuck sat up slowly. It had been a rough couple of days and his back was killing him. "Good idea," he began, "I'll have the kitchen send up lunch to the roof."

"You know what I meant, somewhere beyond The Palace," She said trying to resist his advances.

"What for?" Chuck asked taking a sip of scotch. "Do you have some pressing business in Brooklyn? Perhaps Humphrey needs his old pal back to wax philosophical about the evils of the Upper East Side. Or maybe to debate about Dostoevsky or something equally depressing and academic."

She laughed hitting him over the head with a pillow, "Why Chuck Bass, jealousy becomes you!"

Chuck smirked, "Who said anything about being jealous? I simply thought you two might want to do each other's hair."

"That's cute," Blair sighed. "And if the idea of Humphrey wasn't so vile, I might say it was even flattering. However, I was thinking we could go to the park or I don't know, maybe back to school."

"I see," Chuck rolled over to look at her, "Uneasy lies the head that wears the crown. Your minions must be lost without you. But what's one more day?"

Blair grinned, "That's what you said six days ago. By the way, what's the date today?"

Chuck shrugged, "Who cares?"

Suddenly, Blair felt the glorious fog lifting. She wiggled out of bed, stood up and peered out the window at the city. Her body ached and her mood turned serious. "Chuck, what's to become of us?"

"Well, I thought we could go up to the roof to have our lunch," he said innocently.

Blair looked down, "Stop pretending to be naive. What's to become of us? These last few days have been great, but what happens when we go back out into the world? Won't we get bored with each other?"

"Nonsense Waldorf," He said reassuring her, "You'll be at Yale and I'll continue being a billionaire. I don't see anything boring about that."

Blair smiled, "But will you come to visit me in New Haven?"

"Visit you?" Chuck exclaimed sounding wounded that she would even ask, "I'll be stalking you. Naturally, I'll have to ensure there are no frat boys putting the moves on my girlfriend. Those skull and bones types can be incredible smarmy."

"Aren't you friends with some of those guys?" Blair asked raising her eyebrow.

Chuck sipped his scotch, "Of course, it's the old Sun Tzu adage."

_The Art of War_ always intrigued Blair, "And what if they were to put the moves on me?"

Blair walked back by the bed and looked down at Chuck, "Are you going to put out a contract on them?"

"If need be." He said taking her hand.

"Chuck!" Blair giggled, "That's very romantic, but you are supposed to be my Henry Higgins, not my Henry Hill."

"Professor, gangster," Chuck smirked, "I'll be whoever you want me to be."

At that moment, she just wanted him to be his wonderfully arrogant self. She supposed she ought not worry; they were Chuck and Blair, and things could never really be boring as long as they were together. The nagging feeling persisted; still, for the time being, she fell back into bed. Chuck put down his glass and took her in his arms. They lay there quietly enjoying each other's company. Blair looked around at the opulent penthouse and thought of how far she had come. In a few short months, she had gone from a Brooklyn nobody to Queen of the Upper East Side. What's more, she was able to forge her own path, and make her own money. And best of all, she had found her partner in crime. They were so well suited, equally matched in so many ways. They were young and attractive, clever and cunning. Sure, he was Old Money and she was Nouveau Riche, but she was money none the less. They were equals, except for one thing. He had been all over the world, and she had just barely ventured outside of Brooklyn. If this was ever going to work, she needed to even the score. Blair was forming a plot.

"Chuck," Blair whispered, "I think I need to go to France."

"It's about time," he said touching her cheek, "I'll call for the G6."

"For the last time Chuck, you know what I mean. Stop pretending that we can't read each other's minds. It's annoying and a waste of time. _I_ need to go to France," She said looking up at him. "You're so well traveled, and I only know the Paris you have told me about. I want to see it for myself."

"And so you shall," he said confidently, "I'll show you everything."

Blair shook her head, "I need to do this for myself, so that we can be equals."

Chuck smirked, "We are equals Waldorf. Have you ever known anyone more legendary than me?"

"Of course not," Blair answered earnestly.

"And likewise, he continued, "I've never known anyone more classic than you. So what if I've been all over the world. You created a world for yourself. And now you live in it. What's more legendary than that?"

"So very true Bass," Blair said triumphantly. "But I still must do this one last thing before we can be together. You see, it's not just about equaling the playing field; it's about giving you a taste of your own medicine. Now it's my turn to disappear."

"What an idiotic notion," Chuck blurted out getting a bit red in the face. "We are together now. We don't need some dramatic build up before we ride off into the Hamptons and live happily ever after."

"You know, I would have said that before you left for a YEAR!" Blair yelled, growing saucier by the moment. "But you left me no choice, and now I've grown accustomed to the plot. And we, my dear Bass, are going to have our dramatic build up."

Chuck scoffed, "Dramatic build ups are nothing more than cheap tricks employed by writers who lack imagination."

Blair smiled, "Be that as it may, I'm going to Paris…alone!"

She had made up her mind and there was no sense in arguing, "I just want you to be happy," he whispered, "Let it be through dramatic build up then, as long as it's achieved."

"Good, I'm glad you see things my way; now, I suppose we'll need a contract." Blair said batting her eyelashes.

"I'm way ahead of you," Chuck nodded, "So then shall we _Affair to Remember_ it?"

"Yes!" Blair sat up in bed clapping her hands. "Let's _Affair to Remember_ it! It would be a mere formality naturally, but I do think it would be a nice touch."

Chuck liked where this was going, "Very well then, meet me atop the Empire State Building on August 1st at seven sharp. Be there or lose me forever. Is that dramatic enough for you?"

"It's a good start." B said, "But we need some ground rules."

"I'm game," Chuck said sounding intrigued.

Blair began, "First, you must promise me there will be no hookers while I'm away, especially cute blond ones that are prone to use your money for dumb charities in Brooklyn."

"I suppose I could find other ways to occupy my time," Chuck said, "As long as you promise not to get engaged to a handsome Grimaldi while in Paris."

"What if he were only average looking?" Blair teased searching for the loophole. "Fine, it may be tempting, but I will resist as long as you don't do anything stupid like trading me for your hotel."

"Blair!" Chuck spit out his scotch, "That is the most preposterous thing I have ever heard. I know you are going for dramatic effect here, but that is simply asinine."

Blair shook her head, "I know, it's a bit much. Did I overdo it? That would be a ridiculous plot twist, no?"

"Indeed," Chuck said shaking his head.

Blair continued, "Well anyway, moving on, you must promise me you will not see Madison and the blond."

Chuck smirked, "I haven't spoken with Madeline in ages."

Blair was getting peeved. The thought of those two always made her blood boil. She remembered how repulsed she was when she first saw them with Chuck at Bergdorf's.

He saw her getting red and pulled her close. "Madeline who?" Chuck kissed B's neck and then abruptly pulled away. "Blair," his voice turned serious. This was no longer a game now. Chuck Bass had some dark thoughts in his day, but the image that just shot through his head was more appalling than all of them combined. He needed more scotch before he could even bring himself to say it.

"What is it Bass?" Blair asked sounding concerned.

Chuck took a deep breath, "Above all, promise me you will never, under any circumstances, kiss Dan Humphrey."

"Ew," Blair yelled, "You really are diabolical. It makes me sick to even think about that."

"How do you think it makes me feel?" Chuck said downing his drink.

Blair couldn't be bothered thinking about Dan at a time like this. Who had time to think of ho-hum Humphrey when there were soul mates to toy with? And what great fun; there was nothing better than fooling around with Chuck.

She caressed his inner thigh and began moving upward. "Well then, it sounds like we have a deal," B said in her best bedroom voice. "Let the dramatic build up commence."

"I think it already has," Chuck smirked.

Blair grinned.

"I love you Waldorf."

"You better Bass."

XOXO


	19. Chapter 19

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

_Thanks to Bananarama for the title of this chapter. _

**Chapter 19: Cruel Summer**

The wide boulevards were just as she had imagined. The cafes were wonderfully quaint and the limes from the Sorbonne were delicious in her gin and tonic just as _he_ had said, naturally. The Arc de Triomphe was bigger than she expected and the Mona Lisa smaller. She had seen pictures, read all the Expats and heard Chuck's stories; but to get true perspective, she had to see Paris for herself. Blair enjoyed walking the streets of the Champs Elysees; she was far from the Upper East Side and free from worry. Her lack of a cell phone served as a do not disturb sign on the doorknob of her life. There was just too much to discover on her own: the Right Bank, the Left Bank, Montmartre, the Ill St.-Louis. Here, in this glorious city, there was no Gossip Girl blasts, no Upper East Side drama, no Chuck… no fun.

Who was she kidding? Paris was lovely; but without Chuck, everything lost its charm. Without him, things were just not that exciting. Blair had a feeling this might happen, but she was determined to see her plot through 'til the end. She had to make him suffer just a little bit longer. It was no fair that he could leave for a year and then simply expect her to drop everything and take him back. No, that wouldn't be right; that's not the way she wanted their story to end. It was cruel albeit usual punishment for her to be without him. Suffer as she may, if Blair could make him feel as bad as she did, then it would all be worth it.

So she did what any self respecting girl with a plot would do, she took to Berthillon where she ate tons of ice cream. And while she wasn't strolling the streets of the Ile St-Louis cone in hand, she was frequenting Givenchy and the Musee d'Orsay. She loved the Impressionists and was drawn back to the museum daily. It was on an afternoon in June somewhere between Monet's gardens and lily ponds that she met an intriguing Frenchmen. Their conversations began innocently enough speaking of the beauty of Degas and the wonders of La Belle Époque. However, on their third day together, the tone turned away from the masters and onto more serious matters.

"Honestly Louis, I truly believe Harry Winston is the only way to go." Blair said blushing.

"It certainly wouldn't be traditional," he began. "But seeing as though the situation is somewhat odd, it seems fitting."

The pair concurred and dashed out of d'Orsay. What an exciting time to be young, in Paris and on a collision course to Harry Winston…with a Grimaldi no less. For the first time in a month, Blair had felt giddy. The city was coming alive now as the sparkle of the first engagement ring came into view.

"Not enough," Blair giggled holding her hand out to examine the first band.

The jeweler handed her another.

"I don't know," she frowned. "A princess cut seems so obvious."

Louis smiled in agreement as another ring was presented to Blair.

"I like the oval shape," she said smiling. "It's unexpected. Do you think your parents will approve?"

"Of course not," Louis said. "And that's precisely why this ring will be perfect."

"Come Louis," Blair said taking him by the arm "Let's go to Le Grand Vefour for some celebratory champagne."

_**Spotted: Blair Waldorf, Prince Louis Grimaldi and Harry Winston! Uh oh Chuck, looks like you've got some competition. XOXO, Gossip Girl **_

While Blair basked in blissful ignorance, the Upper East Side buzzed with news of her engagement to Prince Louis. And as for Chuck? As we pop back over the pond, we find our beloved Bass on the shores of East Hampton.

"Only you would put an umbrella in your scotch," Nate said glancing over at Chuck.

The two had been inseparable since Blair left for Paris. For now it was Chuck and Nate, Nate and Chuck. They enjoyed long walks along Main Beach and the occasional joint. The bromance was in full swing when…

"Chuck!" Nate exclaimed looking down at his phone. "You are not going to believe this latest blast."

"What, did Humphrey get a personality?" Chuck asked sounding bored.

Nate shook his head, "According to Gossip Girl, Blair is engaged to a Grimaldi!"

Umbrella swizzle in hand, Chuck looked down at the glass stirring what remained of his scotch. He was silent for the moment as a smirk formed at the corner of his mouth.

"Aren't you going to say anything?" Nate asked getting concerned.

"Nathaniel," Chuck sighed, "This is just part of Blair's idiotic plot. You know how I told you about the whole dramatic build up thing; well, clearly this is her ill attempt at creating drama."

Nate was not convinced, "Still, what if it's real?"

"I suppose my stalking has been a bit lackluster," Chuck said on the verge of falling asleep. "I'll get over there soon. Tomorrow's another day." The garish sun was in his face, and he was getting annoyed. "Want to go to Lobster Roll?"

It was a gorgeous June day as Blair and Louis strolled through Luxembourg Gardens. The flowers were in full bloom, and Blair looked radiant in her mint green Givenchy sundress.

"So the family jewels weren't working for you, huh?" Blair joked.

"I'm sorry," Louis said. "I do not follow."

"I was just trying to be funny, don't worry about it," Blair sighed thinking of how Chuck could read her mind. "When does Mademoiselle Margot return from New York?"

Louis smiled at the mere mention of his beloved Margot. "She returns on Tuesday and I shall propose straight away."

"And what of your parents?" Blair asked raising an eye brow.

Louis lowered his head, "It is a shame that they don't approve, but I must do what is right. Commoner or not, Margot is the love of my life."

Blair thought of her and Chuck. Of course two people from different classes could be together. "I'm glad I could help be a part of your love affair," Blair said smiling.

"You have wonderful taste Blair," Louis said taking B's hand, "I know she's going to love the ring."

Meanwhile, on the other side of the fountain, lurking in the shadows was none other than Chuck Bass. From his vantage point, they did look happy. Maybe Nate was right; perhaps there was more going on between the Prince and Blair than the plot. Could this be legitimate? Your average sociopath would probably let sleeping dogs lie; but then, when has Chuck Bass ever been your average anything?

Chuck came out from behind the manicured hedges and headed straight for his target. He walked behind them trying to get close enough to hear their conversation.

"Luxembourg Gardens is nice," he began, "But I prefer Palais Royal."

"Chuck!" Blair screamed turning to face the ominous voice.

And there he was, complete with mint green bowtie and a smirk.

"Damn you, Chuck Bass!" Blair scowled "How dare you stalk me on my date! And what are you doing in Paris?"

Chuck stood by the fountain looking amused. "Enough of the dramatic build up Waldorf, let's go get some limes for our gin."

Being in Paris was audacious, even for Chuck. He knew what this trip meant to her, and yet here he was blatantly going against her wishes….ruining the plot. This meant war.

"There will be no limes in my gin," Blair said taking Louis' arm "Can't you see I'm on a date, and we're in love."

Chuck smirked, "That's laughable. How could you possibly be in love with this French phony? I appreciate your effort Blair, but let's get on with it shall we?"

Blair was tired of everything being on his terms. She wasn't going to give in just because they were wearing matching outfits, she was madly in love and he happened to be her soul mate.

"Chuck, I mean it," her voice tuned serious. "I have realized that there is more to life than Chuck Bass. There'll be spring every year without you." She said starting to grin. "Paris still will be here without you. There'll be fruit on the tree. And a shore by the sea. There'll be macaroons and tea without you."

"Blair, what are you saying?' Chuck asked sounding annoyed.

Blair shook her head, "I'm saying, I can do without you."

Chuck looked at Louis and then back at her, "I know you can, I've told you that you could. But that's not the point. Just because you can do without me, doesn't mean you should or even want to. Have you ever supposed that maybe I can't do without you? Now will you please stop wasting time and let's finish this thing once and forever."

Blair pulled Louis closer, "Goodbye Chuck, you shall not be seeing me again."

"Oh okay," Chuck sighed. "I shall not be seeing you again until August first atop the Empire State Building."

Blair remained serious, "I don't think you understand; I won't be there. Besides, the_ Affair to Remember_ scene is not the way our story is supposed to end."

Chuck was beyond annoyed, "You're right, our story is not supposed to end."

He knew how to use his words as weapons and this cut deep. She stood there frozen for a moment. Had she taken the plot too far? Maybe she should just give in. They were in Paris and in love. All she had to do was call off the dramatic build up and they could have their happy ending.

Before she could say a thing, Chuck chimed in again, "I get it Blair; I hurt you badly and you need your dramatic build up."

"It's not about the ending anymore," B said on the verge of tears. She just couldn't swallow her pride. He _had_ hurt her, and damn him for it. She was wondering if maybe it shouldn't be Chuck and Blair, Blair and Chuck after all. Sure, they had amazing chemistry and were alike in so many ways, but were they really good for each other in the long run? Wouldn't they just keep hurting each other over and over? Perhaps, she would be better off with the Humphreys of the world. Sure, they were boring, but she'd be safe…they couldn't destroy her like Chuck would.

Chuck saw that she was serious. Maybe the whole Louis thing was a smokescreen, but he knew her feelings were real. His boredom had turned to annoyance and now something more sinister began overtaking him. It occurred to him that maybe he was just no damn good for her. He'd only break her heart in the end. Sure, he was in love, but at his very core he was still Chuck Bass. He knew what he had to do now and wished to God that it was strictly for the sake of dramatic build up.

As he looked Blair in the eyes, Chuck's face turned to stone. He reached for his cell and speed dialed the blond, "Be at The Palace in eight hours and tell Madeline to bring a friend."

The wide boulevards began closing in around them. Magic drained from the city as their world faded from Technicolor to gray. What was left of the beauty, now stood in front of our couple boldly mocking them. A dark cloud had descended upon the city of light. All was quiet in Luxembourg Gardens save for the sound of two hearts breaking.

_**Poor Chuck and Blair. So much potential, it's sad really. Seems like your writers are always out to destroy you. Don't they know that two negatives make for positive ratings? Oh well, C'est la vie. At least you'll always have Paris. XOXO **_


	20. Chapter 20

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 19.5: Dramatic Build Up **

Poor Chuck and Blair. So much potential, it's sad really. Seems like your writers are always out to destroy you.

A/N: Daman! Damn! Damn! Damn! He's supposed to have grown accustomed to her face, not break it.


	21. Chapter 21

_Disclaimer: All chapters of this story are for entertainment purposes only. I own none of the characters or dialogue from the movie or show. Props to the writers and creators of My Fair Lady and of course, GG. _

**Chapter 20: August & Everything After **

_Thanks to the Counting Crows for the title of this chapter. _

_Italics: Blair's dream _

_**Bold italics: Gossip Girl**_

_**Once upon a time there was a poor girl from the wrong borough **_

_**who became an UES Queen as her plotting was thorough.**_

_**With help of a Humphrey, a fairy godmother and a Countess' scheme **_

_**Our Brooklyn Dodger was close to living the dream.**_

_**She was Yale bound and had millions in the bank**_

_**For that, she had her brain and young man to thank. **_

_**But could she really bag her prince like old Katie? **_

_**Plots don't always end like My Fair Lady.**_

_**Their plot had been twisted, epic and crass **_

_**But will this story end with a Waldorf and Bass?**_

**August 1****st**

Blair boarded the plane leaving a sweltering Paris behind. It had been a cruel summer and she was anxious to get back to New York. Her dramatic build up had turned into a hot mess. What a fool she was to think the plot could possibly end without her and Chuck together. Damn the Humphreys of the world, damn the writers, and damn her own ignorant folly for ever having questioned her relationship with Chuck. Life was too short for playing it safe. She knew, deep down, that he would never hurt her intentionally. And even if he had, in the end, potential heartbreak trumps certain boredom. Come what may, Blair was determined to have her fair ending with a little bit of bloomin' Chuck.

Across the Atlantic, Chuck Bass stood on the rooftop of The Palace. The morning sun was already warming the city. He looked out over Manhattan as the fog slowly lifted revealing the Empire State Building in the distance. He thought about Blair and her dramatic build up. How could she have let it go so far? What a heartless, wicked, brainless thing to do. But truth be told, he was mad at himself. He had been a coward for running away…again. Maybe it was noble to let Blair go, but what did being noble have to do with Chuck Bass? Plus, how could he ever really let her go? She almost made the day begin. Her smiles, her frowns, her ups, her downs were a second nature to him now. He was grateful she was just a woman and so easy to forget, rather like a habit he could always break, and yet, he'd grown accustomed to the trace of something in the air, accustomed to her… face.

Blair took her seat in the first class cabin and thought of how exciting Yale was going to be. The classes, the Ivy League mixers, Chuck lurking around every corner. Yale was a given; now all she had to do was hook the Bass once and for all. Suddenly, her daydream was rudely interrupted by a flitty voice over the loud speaker, "We're sorry ladies and gentlemen, but we will be experiencing a slight delay due to mechanical problems. We appreciate your patience." Although anxious, Blair knew she would still have plenty of time. Even with a slight delay, she could make it to Park Avenue to change and still be at the Empire State Building by seven o' clock.

"Not enough," Chuck said looking at the first ring.

The jeweler presented him with another.

"A princess cut!" Chuck scowled, "Definitely not."

So the jeweler brought out yet another. And there it was in all its sparkling glory: THE RING. With eight dazzling carats and all that platinum, how could you go wrong? If he couldn't be her best friend, these diamonds would be. He sat in the limo looking down at the ring. Everything was falling into place. He closed the box and smirked as his car drove away leaving Harry Winston behind.

Just as she was getting comfortable, the flitty voice was back. Another delay; this time a bit more than slight. Now she was panicked. Poor Blair, looks like she was in for some dramatic irony. And while she was all about the dramatic build up, she didn't want it to come at the expense of looking good. She would have to improvise. Originally the plan was to get ready at the Countess' penthouse, but with this new delay there would be no time. She would have to change in the lavatory. Luckily, her dress was one of her carry on items.

An hour passed, and finally the flight was underway. She was feeling drowsy and the drone of the engines eventually rocked her to sleep.

_Blair looked around to find that she was back in Luxembourg Gardens. She was holding Louis' hand as she watched Chuck call the blond. She had had enough of his nonsense. _

"_I want to smash your face. I could kill you, you selfish brute! Blair yelled. "Why did you even come to Paris?" _

_Chuck excused himself from his phone conversation, "Oh, so the creature's nervous after all? Claws in, you cat! How dare you show your temper to me?" _

_Blair looked down, "What's to become of me?"_

"_How do I know what's to become of you?" Chuck asked sounding annoyed. "What does it matter?"_

_Blair pulled away from Louis and was now looking Chuck in the eyes, "You don't care. I know you don't care. You wouldn't care if I was dead. I'm nothing to you." _

"_Hold on dear, will you please," Chuck said to the blond. He moved closer to Blair, "well, it's only natural that you should be anxious, but it's all over now. I'm going back to New York. Nothing more to worry about." _

_Blair sighed, "No, nothing more for you to worry about. Oh, God, I wish I was dead." _

"_Why? In heaven's name, why?" Chuck asked sounding perplexed. "Now listen to me Waldorf. All this irritation is purely subjective."_

"_I don't understand. I'm just a common girl from Brooklyn," Blair said beginning to cry._

_Chuck frowned, "It's just imagination. Nothing's wrong. Nobody's hurting you. Don't you thank God we're over? Now you're free, and you can do what you like." Chuck looked at her and then over at Louis, "I'm sure you won't have any difficulty in settling yourself somewhere or other. You two might marry."_

_Blair blushed but remained silent. _

_Chuck continued, "I'm sure Louis would be thrilled to have you. You're not bad-looking. You're really quite a pleasure to look at sometimes. Not now, when you've been crying. You look like the very devil, but…when you're all right and quite yourself you're what I would call attractive." _

_As he went on, she grew angrier by the moment. She reached into her pocket and pulled out the Harry Winston necklace he had given her. _

"_Here is the necklace you gave me at my party," she said "I don't want it anymore." _

_Chuck saw this and lunged toward her. _

"_Don't you hit me!" Blair yelled. _

"_Hit you? You infamous creature!" Chuck raised his voice. "How dare you suggest such a thing! It's you who've hit me. You've wounded me to the heart. You've caused me to lose my temper. That's hardly happened to me before…" _

Blair awoke suddenly. What a vile dream. Perhaps, she was still slightly angry with him. Ah well, isn't that half the fun? She shook it off and looked out the window. The cabin lights were low as the flight attendants came around with cocktails.

"Champagne?" Stephen the blond steward asked.

Michael the dark brooding type, followed close behind, "Strawberries?"

Blair thought about her bad dream, "I'll just take the champ, thanks."

She took the glass and downed the contents.

"Another?" Stephen asked attentively.

"Please," Blair said gratefully as she turned back to the window and her thoughts. Slowly, the sun began dipping on the horizon as they made their way East.

The sun was getting lower over the Manhattan skyline as Nate and Chuck rekindled their bromance at the penthouse.

"How can you not need a hit at a time like this?" Nate asked passing Chuck the joint.

Chuck stood firm, "I'm trying to turn over a new leaf."

Nate laughed, "A new marijuana leaf, maybe."

Chuck refrained from laughing at Nate's stupid pun. He wanted to be presentable for Blair. They had not seen each other since June and he had been slightly intoxicated at the time. He looked out the window to see shadows being cast by the buildings. It wouldn't be long now. What if she didn't come?

That was a question he had never had to ask himself before.

"Nathaniel," Chuck said reaching for the joint, "Maybe I'll have just one more hit for old time's sake."

As the plane made its final descent into JFK, Blair fumbled around in the lavatory. Everything looked good; except for the zipper. Her arms weren't long enough to reach the back of her dress. She would need some assistance for the final touches. She took one last look in the mirror-she was a vision in pink. She adjusted the large rose below her cleavage and smiled as she turned to make her exit. The door was stuck, and after some fiddling she managed to break free from the confined space. Blair tumbled out of the lavatory to find herself in the middle of the two flight attendants debating over Kate's dress. Michael and Stephen were all ablaze.

"She should have gone with Valentino!" Michael complained.

Stephen sighed, "Clearly the McQueen was a stunner."

Blair chimed in, "I agree. Her dress was very Princess Grace."

Michael and Stephen looked at Blair.

"OMFG!" They yelled in unison. "That's the dress from the ending of _My Fair Lady_!"

Blair laughed, "Well, it's not _the_ dress but I did the best I could without the help of my fairy godmother. Do you think you could help zip me up?"

Michael and Stephen blushed, "Of course!" They jumped up and down with excitement.

Stephen smiled, "We'll be your fairy gaymothers now."

"So, who's your precious professor?" Michael asked double checking B's make-up.

Blair sighed, "Chuck Bass."

"THE CHUCK BASS!" S & M yelled.

"You've landed yourself the big fish," S said giddy as could be.

M laughed, "Cha-ching!"

It was seven o'clock and Chuck was standing tall atop the Empire State Building. The sky was turning orange and pink as the sun set over the city. His nerves were only slightly settled by the scotch and smoke he had with Nate. Any moment now, she would be walking through the elevator doors…he was sure of it.

The plane was just touching down in New York...five hours late. S & M popped more champagne to try to calm Blair's nerves.

"It's already nine o' clock!" Blair said on the verge of a break down. She was panicked. Would he still be there?

"Don't worry B!" M said trying to console her, "if two people are meant to be together, eventually they'll find their way back."

"Do you really believe that?" Blair asked.

"I do" said S looking longingly at M.

"So do I," Blair said smiling.

The city lights glimmered from the top of the Empire State Building. He had waited for two hours, and now his worst fear was coming true. He had tried texting her at 7:30pm, and had not received a response. Blair wasn't kidding; she never had any intention of meeting him. He had been fooling himself. For Chuck, the plot had reached its tragic ending. He threw the flowers in the trash and departed into the night.

In the middle of Brooklyn, somewhere in the confines of the loft, lay Blair's dead cell phone.

As the taxi got closer, she could see the lights of the Empire State Building; it was a shining beacon of hope. It looked regal in the silvery light, sparkling like a Harry Winston diamond. Slowly, they crawled through the traffic with every city block feeling like it took an hour to pass. There were couples walking arm in arm along the sidewalk, and she hoped that soon this would be her and Chuck. Her stomach was in knots and the butterflies raged on. Finally, she had reached her destination. Blair jumped out of the cab and raced to the elevator. She hopped in and pressed the button for the observation deck. As the elevator climbed, her nerves gnawed at her. The anticipation was too much. In just a few seconds, she'd be at the top of the world with _him_…she was sure of it.

Chuck sulked through the city headed for the dark place he called his second home.

The elevators doors opened, and there he wasn't. Blair burst into tears realizing her worst fear had come true. He had no intention of meeting her. She had been fooling herself. For Blair, her plot had reached its tragic ending. And then, through her tears, she spotted something familiar. There in the trash lay a beautiful bouquet of gardenias with a few peonies thrown in for good measure.

He took off his bow tie and slouched down in the booth at Victrola. He let the chaos wash over him, hoping that with enough distraction _she_ would disappear forever.

Blair knew where she could find him. She hopped in a taxi and headed for Victrola. The plot was back on, and it was going to end just the way it should. When she arrived, there was a long line at the door as usual. She pushed her way to the front and unlashed the red velvet rope that separated her from the unwashed masses. The doorman was about to give her a dirty look when, "Well, if it isn't Miss Blair Waldorf!" Clyde exclaimed.

"Hello Clyde," Blair said victoriously. "Remember me?"

"Sure do," he returned. "But I don't think Mr. Bass is expecting you this time around."

Blair grinned slyly, "Well, I've got to keep Mr. Bass on his toes," she said slipping into the club.

B could still hear the sound of Clyde's laughter as she made her way to Chuck's booth.

She could see him slouching now. Even in his lowest state, he looked nothing less than legendary.

"I know I'm just a poor girl from Brooklyn and you're an Upper East Side gentleman, but I've got moves you know." Blair said with a smile moving closer to him.

"Blair!" Chuck perked up.

Suddenly the jazz faded into a sweeping overture from an old familiar movie. And once more, the world was awash in Technicolor.

"Blair," he said again, this time in a tone entirely more sedate. Chuck slouched, and as he did a smirk began to form, "Where the devil is my scotch?"

_**Spotted: Chuck and Blair leaving Victrola arm in arm, and slipping into a limo. Who says true love can't conquer all? And if a poor girl from Brooklyn can catch a Bass, attend Yale, and become Queen, well then, there may even be hope for you. You know you love me. XOXO, Gossip Girl **_


End file.
